As filed with the Securities and Exchange Commission on June 27, 2012

File Nos. 002-94222

811-04149

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 48 (X)

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 49 (X)

FRANKLIN TAX-FREE TRUST

(Exact Name of Registrant as Specified in Charter)

ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (650)312-2000

CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906

(Name and Address of Agent for Service of Process)

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)

[X] on July 1, 2012 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1) of Rule 485

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective

date for a previously filed post-effective amendment.

July 1, 2012
The SEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Class A	Class B	Class C	Advisor Class
Franklin Double Tax-Free Income Fund	FPRTX	—	FPRIX	FDBZX
Franklin Federal Intermediate-Term Tax-Free Income Fund	FKITX	—	FCITX	FITZX
Franklin Federal Limited-Term Tax-Free Income Fund	FFTFX	—	—	FTFZX
Franklin High Yield Tax-Free Income Fund	FRHIX	FYIBX	FHYIX	FHYVX
Franklin Insured Tax-Free Income Fund	FTFIX	FBITX	FRITX	FINZX
Franklin Massachusetts Tax-Free Income Fund	FMISX	—	FMAIX	Pending
Franklin New Jersey Tax-Free Income Fund	FRNJX	FNJBX	FNIIX	FNJZX

PROSPECTUS

Franklin
Tax-Free Trust


TF1

		Contents

		FUND SUMMARIES
INFORMATION ABOUT THE FUND YOU SHOULD KNOW BEFORE INVESTING		Franklin Double Tax-Free Income Fund Franklin Federal Intermediate-Term Tax-Free Income Fund Franklin Federal Limited-Term Tax-Free Income Fund Franklin High Yield Tax-Free Income Fund Franklin Insured Tax-Free Income Fund Franklin Massachusetts Tax-Free Income Fund Franklin New Jersey Tax-Free Income Fund

		FUND DETAILS
MORE INFORMATION ON INVESTMENT POLICIES, PRACTICES AND RISKS/FINANCIAL HIGHLIGHTS		Investment Goal Principal Investment Policies and Practices Principal Risks Management Distributions and Taxes Financial Highlights

		YOUR ACCOUNT
INFORMATION ABOUT SALES CHARGES, QUALIFIED INVESTORS, ACCOUNT TRANSACTIONS AND SERVICES		Choosing a Share Class Buying Shares Investor Services Selling Shares Exchanging Shares Account Policies Questions

		FOR MORE INFORMATION
WHERE TO LEARN MORE ABOUT THE FUND		Back Cover

FUND SUMMARIES

Franklin Double Tax-Free Income Fund

The Fund is closed to all new investors. If you are an existing investor in the Fund, you can continue to invest through exchanges and additional purchases.

Effective at the close of market on August 1, 2012, the Fund will be closed to additional investments from existing shareholders, except for purchases made through reinvestment of dividends or capital gains distributions. Re-registration of accounts held by existing investors, if required for legal transfer or administrative reasons, will be allowed.

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes and from state personal income taxes, as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 92 in the Fund's Prospectus and under “Buying and Selling Shares” on page 40 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.49%	0.49%	0.49%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.08%	0.08%	0.08%
Total annual Fund operating expenses	0.67%	1.22%	0.57%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
Class A	$ 491	$ 630	$ 782	$ 1,224
Class C	$ 224	$ 387	$ 670	$ 1,477
Advisor Class	$ 58	$ 183	$ 318	$ 714
If you do not sell your shares:
Class C	$ 124	$ 387	$ 670	$ 1,477

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 6.73% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, the Fund normally invests at least 80% of its net assets in securities whose interest is free from state personal income taxes. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund is a non-diversified fund, which means it generally invests a greater portion of its assets in the securities of one or more issuers and invests overall in a smaller number of issuers than a diversified fund. The Fund focuses on the municipal securities of U.S. territories and currently primarily invests in Puerto Rican municipal securities

The Fund only buys municipal securities rated, at the time of purchase, in one of the top four ratings categories by one or more U.S. nationally recognized rating services (or comparable unrated or short-term rated securities).

Although the investment manager will search for investments across a large number of municipal securities that finance different types of projects, from time to time, based on economic conditions, the Fund may have significant positions in municipal securities that finance similar types of projects.

The investment manager selects securities that it believes will provide the best balance between risk and return within the Fund’s range of allowable investments and typically uses a buy and hold strategy. This means it generally holds securities in the Fund’s portfolio for income purposes, rather than trading securities for capital gains, although the investment manager may sell a security at any time if it believes it could help the Fund meet its goal.

Principal Risks

You could lose money by investing in the Fund. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government.

Interest Rate When interest rates rise, debt security prices generally fall. The opposite is also generally true: debt security prices rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.

Market The market values of securities owned by the Fund will go up and down, sometimes rapidly or unpredictably. A security’s market value may be reduced by market activity or other results of supply and demand unrelated to the issuer. This is a basic risk associated with all securities. When there are more sellers than buyers, prices tend to fall. Likewise, when there are more buyers than sellers, prices tend to rise.

Credit An issuer of debt securities may fail to make interest payments and repay principal when due, in whole or in part. Changes in an issuer's financial strength or in a security's credit rating may affect a security's value.

A change in the credit rating of a municipal bond insurer that insures securities in the Fund’s portfolio may affect the value of the securities it insures, the Fund’s share price and Fund performance. The Fund might also be adversely impacted by the inability of an insurer to meet its insurance obligations.

Puerto Rico and U.S. Territories Because the Fund focuses on the municipal securities of U.S. territories, and currently invests primarily in Puerto Rican municipal securities, events in Puerto Rico are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, territory constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to Puerto Rico's municipal issuers. As with Puerto Rican municipal securities, events in any of the other territories where the Fund is invested may affect the Fund's investments and its performance.

Focus The Fund may invest more than 25% of its assets in municipal securities that finance similar types of projects, such as utilities, hospitals, higher education and transportation. A change that affects one project, such as proposed legislation on the financing of the project, a shortage of the materials needed for the project, or a declining need for the project, would likely affect all similar projects, thereby increasing market risk.

Tax-Exempt Securities While the Fund endeavors to purchase only bona fide tax-exempt securities, there are risks that: (a) a security issued as tax-exempt may be reclassified as taxable by the Internal Revenue Service or a state tax authority, and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability.

Income Because the Fund can only distribute what it earns, the Fund's distributions to shareholders may decline when prevailing interest rates fall or when the Fund experiences defaults on debt securities it holds.

Prepayment Prepayment risk occurs when a debt security can be repaid in whole or in part prior to the security's maturity and the Fund must reinvest the proceeds it receives, during periods of declining interest rates, in securities that pay a lower rate of interest.

Non-Diversification Because the Fund is non-diversified, it may be more sensitive to economic, business, political or other changes affecting similar issuers or investments than a diversified fund, which may result in greater fluctuation in the value of the Fund’s shares and greater risk of loss.

Management The Fund is subject to management risk because it is an actively managed investment portfolio. The Fund's investment manager applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund's performance from year to year for Class A shares. The table shows how the Fund's average annual returns for 1 year, 5 years, 10 years or since inception, as applicable, compared with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updated performance information at franklintempleton.com or by calling (800) DIAL BEN/342-5236.

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	10.06%
Worst Quarter:	Q4'08	-8.28%
As of March 31, 2012, the Fund's year-to-date return was 2.16%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Double Tax-Free Income Fund - Class A
Return Before Taxes	7.00%	3.73%	4.63%
Return After Taxes on Distributions	7.01%	3.73%	4.62%
Return After Taxes on Distributions and Sale of Fund Shares	6.16%	3.79%	4.58%
Franklin Double Tax-Free Income Fund - Class C	10.20%	4.06%	4.51%
Franklin Double Tax-Free Income Fund - Advisor Class	11.84%	4.70%	5.12%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 15, 2009.

Historical performance for Advisor Class shares prior to their inception is based on the performance of Class A shares. Advisor Class performance has been adjusted to reflect differences in sales charges between classes.

The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns are shown only for Class A and after-tax returns for other classes will vary.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since 1986.

Purchase and Sale of Fund Shares

You may purchase or redeem shares of the Fund on any business day online through our website at franklintempleton.com, by mail (Franklin Templeton Investor Services, P.O. Box 997151, Sacramento, CA 95899-7151), or by telephone at (800) 632-2301. The minimum initial purchase for most accounts is $1,000 (or $50 under an automatic investment plan).

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary's website for more information.

Franklin Federal Intermediate-Term Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	2.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.09%	0.09%	0.09%
Total annual Fund operating expenses	0.66%	1.21%	0.56%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 291	$ 431	$ 584	$ 1,029
Class C	$ 223	$ 384	$ 665	$ 1,466
Advisor Class	$ 57	$ 179	$ 313	$ 701
If you do not sell your shares:
Class C	$ 123	$ 384	$ 665	$ 1,466

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

Although the Fund does not have restrictions on the maturity of the securities it may buy, the Fund does maintain a dollar-weighted average portfolio maturity of three to 10 years.

The Fund does not necessarily focus its investments in a particular state. The Fund may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

States and U.S. Territories The Fund’s portfolio is generally widely diversified among issuers of municipal securities. From time to time, however, the Fund may have a significant position in the municipal securities of a particular state or territory. Under these circumstances, changes in the economic conditions in that state or territory are likely to affect the Fund’s investments and performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.28%
Worst Quarter:	Q4'10	-4.06%
As of March 31, 2012, the Fund's year-to-date return was 0.75%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Federal Intermediate-Term Tax-Free Income Fund - Class A
Return Before Taxes	8.70%	4.67%	4.74%
Return After Taxes on Distributions	8.70%	4.67%	4.74%
Return After Taxes on Distributions and Sale of Fund Shares	6.85%	4.52%	4.61%
Franklin Federal Intermediate-Term Tax-Free Income Fund - Class C	9.56%	4.57%	3.76%¹
Franklin Federal Intermediate-Term Tax-Free Income Fund - Advisor Class	11.27%	5.24%	5.03%²
Barclays Capital Municipal Bond Index: 10 Year Component (index reflects no deduction for fees, expenses or taxes)	12.32%	6.33%	5.90%

1. Since inception July 1, 2003.

2. Since inception December 1, 2008.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since inception (1992).

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal income tax. A portion of these distributions, however, may be subject to federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Federal Limited-Term Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	2.25%	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Advisor Class
Management fees¹	0.43%	0.43%
Distribution and service (12b-1) fees	0.15%	None
Other expenses	0.27%	0.27%
Total annual Fund operating expenses	0.85%	0.70%
Fee waiver and/or expense reimbursement¹	-0.25%	-0.25%
Total annual Fund operating expenses after fee waiver and/or expense reimbursement^1,²	0.60%	0.45%

1. The investment manager and administrator have contractually agreed to waive or assume certain expenses so that common expenses (excluding Rule 12b-1 fees and acquired fund fees and expenses) for each class of the Fund do not exceed 0.45% (other than certain non-routine expenses), until June 30, 2013. Contractual fee waiver and/or expense reimbursement agreements may not be terminated during the terms set forth above.

2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the Fund and do not include acquired fund fees and expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The Example reflects adjustments made to the Fund's operating expenses due to the fee waiver and/or expense reimbursement by the investment manager and/or administrator for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
Class A	$ 285	$ 466	$ 662	$ 1,228
Advisor Class	$ 46	$ 199	$ 365	$ 847

Portfolio Turnover

Principal Investment Strategies

Although the Fund does not have restrictions on the maturity of the securities it may buy, the Fund does maintain a dollar-weighted average portfolio maturity of five years or less.

The Fund does not necessarily focus its investments in a particular state. The Fund may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	2.43%
Worst Quarter:	Q2'04	-1.14%
As of March 31, 2012, the Fund's year-to-date return was 0.65%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	Since Inception 9/2/2003
Franklin Federal Limited-Term Tax-Free Income Fund - Class A
Return Before Taxes	1.66%	3.28%	2.66%
Return After Taxes on Distributions	1.66%	3.28%	2.66%
Return After Taxes on Distributions and Sale of Fund Shares	1.72%	3.17%	2.60%
Franklin Federal Limited-Term Tax-Free Income Fund - Advisor Class	4.15%	3.78%	4.39%¹
Barclays Capital Municipal Bond Index : 5 Year Component (index reflects no deduction for fees, expenses or taxes)	6.93%	5.72%	4.59%

1. Since inception February 1, 2011.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since inception (2003).

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since inception (2003).

Purchase and Sale of Fund Shares

Taxes

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin High Yield Tax-Free Income Fund

Investment Goal

To provide investors with a high current yield exempt from federal income taxes. Its secondary goal is capital appreciation to the extent possible and consistent with the Fund's principal investment goal.

Fees and Expenses of the Fund

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%	None

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C	Advisor Class
Management fees	0.46%	0.46%	0.46%	0.46%
Distribution and service (12b-1) fees	0.10%	0.65%	0.65%	None
Other expenses	0.08%	0.08%	0.08%	0.08%
Total annual Fund operating expenses	0.64%	1.19%	1.19%	0.54%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 488	$ 621	$ 767	$ 1,189
Class B	$ 521	$ 678	$ 854	$ 1,290
Class C	$ 221	$ 378	$ 654	$ 1,443
Advisor Class	$ 55	$ 173	$ 302	$ 677
If you do not sell your shares:
Class B	$ 121	$ 378	$ 654	$ 1,290
Class C	$ 121	$ 378	$ 654	$ 1,443

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund may invest in municipal securities rated in any rating category, including defaulted securities.

The Fund does not necessarily focus its investments in a particular state and will not invest more than 25% of its total assets in municipal securities of any one state or territory. The Fund may invest up to 35% of its assets in municipal securities issued by U.S. territories.

When selecting securities for the Fund’s portfolio, the investment manager may consider existing market conditions, the availability of lower-rated securities, and whether the difference in yields between higher and lower-rated securities justifies the higher risk of lower-rated securities.

Principal Risks

High-Yield Debt Securities Issuers of lower-rated or "high-yield" debt securities are not as strong financially as those issuing higher credit quality debt securities. These issuers are more likely to encounter financial difficulties and are more vulnerable to changes in the relevant economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments when due. The prices of high-yield debt securities generally fluctuate more than those of higher credit quality. High-yield debt securities are generally more illiquid (harder to sell) and harder to value.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	12.12%
Worst Quarter:	Q4'08	-10.93%
As of March 31, 2012, the Fund's year-to-date return was 3.76%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin High Yield Tax-Free Income Fund - Class A
Return Before Taxes	7.57%	3.16%	4.85%
Return After Taxes on Distributions	7.57%	3.16%	4.85%
Return After Taxes on Distributions and Sale of Fund Shares	6.77%	3.41%	4.90%
Franklin High Yield Tax-Free Income Fund - Class B	7.78%	3.16%	4.84%
Franklin High Yield Tax-Free Income Fund - Class C	10.80%	3.50%	4.74%
Franklin High Yield Tax-Free Income Fund - Advisor Class	12.55%	4.17%	5.37%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception January 3, 2006.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JOHN WILEY Senior Vice President of Advisers and portfolio manager of the Fund since 1991.

FRANCISCO RIVERA Vice President of Advisers and portfolio manager of the Fund since 2004.

DANIEL WORKMAN, CFA Portfolio Manager of Advisers and portfolio manager of the Fund since 2009.

Purchase and Sale of Fund Shares

Taxes

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Insured Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%	None

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C	Advisor Class
Management fees	0.46%	0.46%	0.46%	0.46%
Distribution and service (12b-1) fees	0.10%	0.65%	0.65%	None
Other expenses	0.06%	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.62%	1.17%	1.17%	0.52%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 486	$ 615	$ 756	$ 1,166
Class B	$ 519	$ 672	$ 844	$ 1,267
Class C	$ 219	$ 372	$ 644	$ 1,420
Advisor Class	$ 53	$ 167	$ 291	$ 653
If you do not sell your shares:
Class B	$ 119	$ 372	$ 644	$ 1,267
Class C	$ 119	$ 372	$ 644	$ 1,420

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its net assets in insured municipal securities. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

Insured municipal securities are covered by insurance policies that guarantee the timely payment of principal and interest. Generally, under normal market conditions and to the extent available, the Fund seeks to invest in insured municipal securities covered by policies issued by municipal bond insurers rated at least BBB. The Fund generally purchases bonds that have insurance in place so it does not pay insurance premiums directly. The premium costs, however, are reflected in a lower yield and/or higher price for the insured bond. When beneficial, the Fund may purchase insurance for an uninsured bond directly from a qualified municipal bond insurer, in which case the Fund pays the insurance premium directly to the insurance company. It is important to note that insurance does not guarantee the market value of an insured security, or the Fund’s share price or distributions, and shares of the Fund are not insured.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories. The Fund will not invest more than 25% of its total assets in municipal securities of any one state or territory.

Principal Risks

Bond Insurers Market conditions or changes to ratings criteria could continue to adversely impact the ratings of municipal bond insurance companies. Downgrades and withdrawal of ratings from municipal bond insurers have substantially limited the availability of insurance sought by municipal bond issuers thereby reducing the supply of insured municipal securities which meet the Fund's investment guidelines.

Recent market conditions have led to a consolidation among municipal bond insurers that may lead to a concentration of insurance company credit risk among fewer insurers.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.31%
Worst Quarter:	Q4'10	-5.48%
As of March 31, 2012, the Fund's year-to-date return was 2.24%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Insured Tax-Free Income Fund - Class A
Return Before Taxes	6.58%	3.31%	4.29%
Return After Taxes on Distributions	6.58%	3.31%	4.28%
Return After Taxes on Distributions and Sale of Fund Shares	5.82%	3.44%	4.30%
Franklin Insured Tax-Free Income Fund - Class B	6.80%	3.31%	4.28%¹
Franklin Insured Tax-Free Income Fund - Class C	9.80%	3.68%	4.18%²
Franklin Insured Tax-Free Income Fund - Advisor Class	11.46%	4.30%	4.78%
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception February 1, 2000.

2. Since inception May 1, 1995.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

Purchase and Sale of Fund Shares

Taxes

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Massachusetts Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders’ capital. The Fund also tries to provide a maximum level of income exempt from personal income taxes, if any, for resident shareholders of Massachusetts.

Fees and Expenses of the Fund

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.50%	0.50%	0.50%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.66%	1.21%	0.56%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 490	$ 627	$ 777	$ 1,213
Class C	$ 223	$ 384	$ 665	$ 1,466
Advisor Class	$ 57	$ 179	$ 313	$ 701
If you do not sell your shares:
Class C	$ 123	$ 384	$ 665	$ 1,466

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Massachusetts. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

Because of its historical investment policy of investing in insured municipal securities, the Fund’s portfolio may consist to a large extent of insured municipal securities. Insured municipal securities are covered by insurance policies that guarantee the timely payment of principal and interest. The premium costs, however, are typically reflected in a lower yield and/or higher price for the insured bond. It is important to note that insurance does not guarantee the market value of an insured security, or the Fund’s share price or distributions, and shares of the Fund are not insured.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Recent market conditions have led to a consolidation among municipal bond insurers that may lead to a concentration of insurance company credit risk among fewer insurers.

Massachusetts and U.S. Territories Because the Fund invests predominantly in Massachusetts municipal securities, events in Massachusetts are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Massachusetts. As with Massachusetts municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.71%
Worst Quarter:	Q4'10	-6.16%
As of March 31, 2012, the Fund's year-to-date return was 1.99%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Massachusetts Tax-Free Income Fund - Class A
Return Before Taxes	6.33%	3.15%	4.22%
Return After Taxes on Distributions	6.33%	3.14%	4.21%
Return After Taxes on Distributions and Sale of Fund Shares	5.55%	3.27%	4.22%
Franklin Massachusetts Tax-Free Income Fund - Class C	9.45%	3.48%	4.11%
Franklin Massachusetts Tax-Free Income Fund - Advisor Class	11.26%	4.10%	4.70%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 1, 2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

FRANCISCO RIVERA Vice President of Advisers and portfolio manager of the Fund since 1996.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Massachusetts. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin New Jersey Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of New Jersey as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%	None

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C	Advisor Class
Management fees	0.47%	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.64%	0.65%	None
Other expenses	0.06%	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.63%	1.17%	1.18%	0.53%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 487	$ 618	$ 761	$ 1,178
Class B	$ 519	$ 672	$ 844	$ 1,270
Class C	$ 220	$ 375	$ 649	$ 1,432
Advisor Class	$ 54	$ 170	$ 296	$ 665
If you do not sell your shares:
Class B	$ 119	$ 372	$ 644	$ 1,270
Class C	$ 120	$ 375	$ 649	$ 1,432

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of New Jersey. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

New Jersey and U.S. Territories Because the Fund invests predominantly in New Jersey municipal securities, events in New Jersey are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of New Jersey. As with New Jersey municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.69%
Worst Quarter:	Q4'10	-4.93%
As of March 31, 2012, the Fund's year-to-date return was 2.27%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin New Jersey Tax-Free Income Fund - Class A
Return Before Taxes	6.21%	3.74%	4.63%
Return After Taxes on Distributions	6.21%	3.74%	4.63%
Return After Taxes on Distributions and Sale of Fund Shares	5.57%	3.80%	4.60%
Franklin New Jersey Tax-Free Income Fund - Class B	6.14%	3.71%	4.63%
Franklin New Jersey Tax-Free Income Fund - Class C	9.17%	4.06%	4.52%
Franklin New Jersey Tax-Free Income Fund - Advisor Class	10.88%	4.72%	5.13%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 1, 2008.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1987).

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of New Jersey. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

FUND DETAILS

Effective at the close of market on June 15, 2012, the Franklin Double Tax-Free Income Fund was closed to all new investors. If you are an existing investor in the Fund, you can continue to invest through exchanges and additional purchases.

Effective at the close of market on August 1, 2012, the Franklin Double Tax-Free Income Fund will be closed to additional investments from existing shareholders, except for purchases made through reinvestment of dividends or capital gains distributions. Re-registration of accounts held by existing investors, if required for legal transfer or administrative reasons, will be allowed.

Investment Goal

The Double Tax-Free Fund's investment goal is to provide investors with as high a level of income exempt from federal income taxes and from state personal income taxes, as is consistent with prudent investment management and the preservation of shareholders' capital.

Each of the Federal Intermediate-Term Fund's, the Federal Limited-Term Fund's and the Insured Fund's investment goal is to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders' capital.

The High Yield Fund's principal investment goal is to provide investors with a high current yield exempt from federal income taxes. Its secondary goal is capital appreciation to the extent possible and consistent with the Fund's principal investment goal.

The Massachusetts Fund’s investment goal is to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders’ capital. The Massachusetts Fund also tries to provide a maximum level of income exempt from personal income taxes, if any, for resident shareholders of Massachusetts.

The New Jersey Fund's investment goal is to provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of New Jersey as is consistent with prudent investment management and the preservation of shareholders' capital.

Principal Investment Policies and Practices

Under normal market conditions, each Fund (hereafter "the Fund" ) invests at least 80% of its assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. The Fund applies this test to its net assets, except for the Federal Intermediate-Term Fund, the Federal Limited-Term Fund, the Insured Fund and the Massachusetts Fund, each of which applies this test to its total assets. In addition, under normal market conditions, each state Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of that Fund's state. The Double Tax-Free Fund also normally invests at least 80% of its net assets in securities whose interest is free from state personal income taxes.

Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets (or total assets with respect to the Federal Intermediate-Term Fund, the Federal Limited-Term Fund, the Insured Fund and the Massachusetts Fund) may be invested in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

Municipal securities are issued by state and local governments, their agencies and authorities, as well as by the District of Columbia and U.S. territories and possessions, to borrow money for various public and private projects. Municipal securities pay a fixed, floating or variable rate of interest, and require that the amount borrowed (principal) be repaid at maturity.

The Fund may invest in insured municipal securities, which are covered by insurance policies that guarantee the timely payment of principal and interest. The Fund generally purchases bonds that have insurance in place so it does not pay insurance premiums directly. The premium costs, however, are reflected in a lower yield and/or higher price for the insured bond. When beneficial, the Fund may purchase insurance for an uninsured bond directly from a qualified municipal bond insurer, in which case the Fund pays the insurance premium directly to the insurance company. The investment manager may also consider the cost of insurance when selecting securities for the Fund. It is important to note that insurance does not guarantee the market value of an insured security, or the Fund's share price or distributions, and shares of the Fund are not insured.

As a nonfundamental policy, under normal market conditions, the Insured Fund invests at least 80% of its net assets in insured municipal securities. Shareholders will be given at least 60 days’ advance notice of any change to this 80% policy. Generally, under normal market conditions and to the extent available, the Insured Fund seeks to invest in insured municipal securities covered by policies issued by municipal bond insurers rated at least BBB. Because of its historical investment policy of investing in insured municipal securities, the Massachusetts Fund’s portfolio may consist to a large extent of insured municipal securities.

In addition to investing at least 80% of its net assets in insured, municipal securities, the Insured Fund may invest the balance (up to 20%) of its net assets in the following types of securities: (i) uninsured municipal securities secured by an escrow or trust account containing direct U.S. government obligations; (ii) municipal securities rated in one of the top four ratings by one or more U.S. nationally recognized rating services (or comparable unrated or short-term rated securities), which may include uninsured securities; or (iii) uninsured, short-term, tax-exempt securities rated in the top rating, pending investment in longer-term municipal securities.

The Fund, except the High Yield Fund and the Insured Fund, only buys municipal securities rated in one of the top four ratings categories by one or more U.S. nationally recognized rating services (or comparable unrated or short-term rated securities). This limitation generally is applied at the time of purchase and a downgrade of a particular security below one of the top four ratings categories will not automatically cause the Fund to sell the security. The investment manager will, however, take such downgrade into account when analyzing the portfolio. The High Yield Fund may invest in municipal securities rated in any rating category, including securities of issuers that are, or are about to be, involved in reorganizations, financial restructurings, or bankruptcy (generally referred to as “distressed debt”). Such investments typically involve the purchase of lower-rated or defaulted debt securities, comparable unrated debt securities, or other indebtedness (or participations in the indebtedness) of such issuers. The High-Yield Fund currently does not intend to invest more than 10% of its assets in defaulted securities.

The Fund also may invest in municipal lease obligations. Municipal lease obligations generally are issued to support a government’s infrastructure by financing or refinancing equipment or property acquisitions or the construction, expansion or rehabilitation of public facilities. In such transactions, equipment or property is leased to a state or local government, which, in turn, pays lease payments to the lessor consisting of interest and principal payments on the obligations.

None of the Funds have restrictions on the maturity of the securities they may buy; however, the Federal Intermediate-Term Fund maintains a dollar-weighted average portfolio maturity of three to 10 years and the Federal Limited-Term Fund maintains a dollar-weighted average portfolio maturity of five years or less.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories, except for the Double Tax-Free Fund which is not subject to this limit. The Double Tax-Free, Federal Intermediate-Term, Federal Limited-Term, High Yield and Insured Funds do not necessarily focus their investments in a particular state. The Double Tax-Free Fund focuses on the municipal securities of U.S. territories and currently primarily invests in Puerto Rican municipal obligations. Each of the High Yield Fund and the Insured Fund will not invest more than 25% of its total assets in the municipal securities of any one state or territory.

The Double Tax-Free Fund is a non-diversified fund, which means it generally invests a greater portion of its assets in the securities of one or more issuers and invests overall in a smaller number of issuers than a diversified fund.

The investment manager selects securities that it believes will provide the best balance between risk and return within the Fund's range of allowable investments and typically uses a buy and hold strategy. This means it generally holds securities in the Fund's portfolio for income purposes, rather than trading securities for capital gains, although the investment manager may sell a security at any time if it believes it could help the Fund meet its goal.

When selecting securities for the High Yield Fund's portfolio, the investment manager may consider existing market conditions, the availability of lower-rated securities, and whether the difference in yields between higher and lower-rated securities justifies the higher risk of lower-rated securities.

Temporary Investments

When the investment manager believes market or economic conditions are unusual or unfavorable for investors, the investment manager may invest up to 100% of the Fund's assets in a temporary defensive manner by holding all or a substantial portion of its assets in cash, cash equivalents or other high quality short-term investments. Temporary defensive investments generally may include securities that pay taxable interest. The investment manager may also invest in these types of securities or hold cash when securities meeting the Fund's investment criteria are unavailable or to maintain liquidity. In these circumstances, the Fund may be unable to achieve its investment goal.

Principal Risks

Interest Rate

Interest rate changes can be sudden and unpredictable. Debt securities generally tend to lose market value when interest rates rise and increase in value when interest rates fall. Securities with longer maturities or lower coupons or that make little (or no) interest payments before maturity tend to be more sensitive to these interest rate changes. The longer the Fund's average weighted portfolio maturity, the greater the impact a change in interest rates will have on its share price.

Market

The market values of securities owned by the Fund will go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting individual issuers, securities markets generally or particular industries or sectors within the securities markets. The value of a security may go up or down due to general market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also go up or down due to factors that affect an individual issuer or a particular industry or sector, such as changes in production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that securities held by the Fund will participate in or otherwise benefit from the advance.

Credit

The Fund could lose money on a debt security if an issuer or borrower is unable or fails to meet its obligations, including failing to make interest payments and/or to repay principal when due. Changes in an issuer's financial strength, the market's perception of the issuer's financial strength or in a security's credit rating, which reflects a third party's assessment of the credit risk presented by a particular issuer, may affect debt securities' value. The Fund may incur substantial losses on debt securities that are inaccurately perceived to present a different amount of credit risk by the market, the investment manager or the rating agencies than such securities actually do.

Bond Insurers

Market conditions or changes to ratings criteria could continue to adversely impact the ratings of municipal bond insurance companies. Rating agencies have lowered their ratings and withdrawn ratings on some municipal bond insurers. In such cases the insurance may be providing little or no enhancement of credit or resale value to the municipal security and the security rating will reflect the higher of the insurer rating or the rating of the underlying security.

Additional downgrades and withdrawal of ratings from municipal bond insurers would further limit the availability of insurance sought by municipal bond issuers thereby reducing the supply of insured municipal securities and potentially increasing the amount of unrated securities held by the Fund.

Recent market conditions have weakened the municipal bond insurance industry leading state regulators from time to time to require municipal bond insurers to suspend claims payments on outstanding insurance in force. Certain municipal bond insurers have withdrawn from the market. These circumstances have led to a consolidation among municipal bond insurers which have led to a decrease in the supply of insured municipal securities and a concentration of the insurance company credit risk on the securities in the Fund's portfolio amongst fewer municipal bond insurers.

State and U.S. Territories

Because each state Fund invests predominantly in municipal securities of its state, and because the Double Tax-Free Fund focuses on municipal securities of U.S. territories and currently invests primarily in Puerto Rican municipal obligations, events in that state (or U.S. territory for the Double Tax-Free Fund) are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to the state's municipal issuers. Any downgrade to the credit rating of the securities issued by the U.S. government may result in a downgrade of securities issued by the states or U.S. territories.

A negative change in any one of these or other areas could affect the ability of a state's municipal issuers to meet their obligations. It is important to remember that economic, budget and other conditions within a particular state can be unpredictable and can change at any time. For these reasons, an investment in each state Fund and the Double Tax-Free Fund involves more risk than an investment in a fund that does not focus on municipal securities of a single state or U.S. territory (e.g. Puerto Rico, Guam, Mariana Islands and the U.S. Virgin Islands). As with state municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

To the extent the Federal Intermediate-Term, Federal Limited-Term, High Yield, Insured or Double Tax-Free Funds are invested significantly in a state (or U.S. territory), events in that state or territory may affect their investments and their performance.

Focus

The Fund may invest more than 25% of its assets in municipal securities that finance similar types of projects, such as utilities, hospitals, higher education and transportation. A change that affects one project, such as proposed legislation on the financing of the project, a shortage of the materials needed for the project, or a declining need for the project, would likely affect all similar projects, thereby increasing market risk.

Tax-Exempt Securities

While the Fund endeavors to purchase only bona fide tax-exempt securities, there are risks that: (a) a security issued as tax-exempt may be reclassified as taxable by the Internal Revenue Service or a state tax authority, and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund's shares, to decline.

High-Yield Debt Securities

High-yield debt securities (including loans) and unrated securities of similar credit quality ("high-yield debt instruments") involve greater risk of a complete loss of the Fund's investment, or delays of interest and principal payments than higher-quality debt securities. Issuers of high-yield debt instruments are not as strong financially as those issuing securities of higher credit quality. High-yield debt instruments are generally considered predominantly speculative by the applicable rating agencies as these issuers are more likely to encounter financial difficulties and are more vulnerable to changes in the relevant economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments when due. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These instruments may be worthless and the Fund could lose its entire investment.

The prices of high-yield debt instruments fluctuate more than higher-quality securities. Prices are especially sensitive to developments affecting the issuer and to changes in the ratings assigned by rating agencies. In addition, the entire high-yield debt market can experience sudden and sharp price swings due to changes in economic conditions, stock market activity, large sustained sales by major investors, a high-profile default, or other factors.

High-yield debt instruments are generally less liquid than higher-quality securities and do not trade frequently. When they do trade, their prices may be significantly higher or lower than expected. At times, it may be difficult to sell these securities promptly at an acceptable price, which may limit the Fund's ability to sell securities in response to specific economic events or to meet redemption requests. As a result, high-yield debt instruments generally pose greater illiquidity and valuation risks.

Substantial declines in the prices of high-yield debt instruments can dramatically increase the yield of such bonds or loans. The decline in market prices generally reflects an expectation that the issuer(s) may be at greater risk of defaulting on the obligation to pay interest and principal when due. Therefore, substantial increases in yield may reflect a greater risk by the Fund of losing some or part of its investment rather than any increase in income that the debt security or loan may pay to the Fund on its investment.

Income

Because the Fund can only distribute what it earns, the Fund's distributions to shareholders may decline when prevailing interest rates fall or when the Fund experiences defaults on debt securities it holds. The Fund's income generally declines during periods of falling interest rates because the Fund must reinvest the proceeds it receives from existing investments (upon their maturity, prepayment, amortization, call, or buy-back) at a lower rate of interest or return.

Inflation risk

The market price of debt securities generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by the Fund. Debt securities that pay a fixed rather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically corresponded with long-term inflationary trends.

Prepayment

Debt securities are subject to prepayment risk when the issuer can "call" the security, or repay principal, in whole or in part, prior to the security's maturity. When the Fund reinvests the prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the existing security, potentially lowering the Fund's income, yield and its distributions to shareholders. Securities subject to prepayment may offer less potential for gains during a declining interest rate environment and have greater price volatility. Prepayment risk is greater in periods of falling interest rates.

Municipal Lease Obligations

Municipal lease obligations differ from other municipal securities because the relevant legislative body must appropriate the money each year to make the lease payments. If the money is not appropriated, the lease may be cancelled without penalty and investors who own the lease obligations may not be paid.

Non-Diversification

Because the Double-Tax Free Fund is non-diversified, it may be more sensitive to economic, business, political or other changes affecting similar issuers or investments, particularly those related to Puerto Rican issuers, than a diversified fund, which may result in greater fluctuation in the value of its shares. The Fund, however, intends to meet certain tax diversification requirements. The other Funds are all diversified funds.

Unrated Debt Securities

The Fund is also subject to risks when investing in securities or issuers for which credit ratings have not been published or only short-term ratings are available. Unrated debt securities determined by the investment manager to be of comparable quality to rated securities which the Fund may purchase may pay a higher interest rate than such rated debt securities and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated securities or issuers.

Management

The Fund is actively managed and could experience losses if the investment manager's judgment about markets, interest rates or the attractiveness, relative values, liquidity, or potential appreciation of particular investments made for the Fund's portfolio prove to be incorrect. There can be no guarantee that these techniques or the investment manager's investment decisions will produce the desired results. Additionally, legislative, regulatory, or tax developments may affect the investment techniques available to the investment manager in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve its investment goal.

More detailed information about the Fund, its policies and risks and about municipal securities held by the Fund can be found in the Fund's Statement of Additional Information (SAI).

A description of the Fund's policies and procedures regarding the release of portfolio holdings information is also available in the Fund's SAI. Portfolio holdings information can be viewed online at franklintempleton.com.

Management

Franklin Advisers, Inc. (Advisers), One Franklin Parkway, San Mateo, CA 94403-1906, is the Fund's investment manager. Together, Advisers and its affiliates manage, as of May 31, 2012, over $683 billion in assets, and have been in the investment management business since 1947.

The Fund is managed by a team of dedicated professionals focused on investments in tax-free securities. The portfolio managers have responsibility for the day-to-day management of particular Funds and operate as a team to develop ideas and implement investment strategy for all the Funds. They are as follows:

JAMES CONN, CFA Senior Vice President of Advisers

Mr. Conn has been an analyst or portfolio manager of the Federal Intermediate-Term, Insured and Massachusetts Funds since 1999 and Federal Limited-Term Fund since inception. He joined Franklin Templeton Investments in 1996.

CARRIE HIGGINS Vice President of Advisers

Ms. Higgins has been an analyst or portfolio manager of the Double Tax-Free and New Jersey Funds since 1992. She joined Franklin Templeton Investments in 1990.

JOHN POMEROY Senior Vice President of Advisers

Mr. Pomeroy has been an analyst or portfolio manager of the Insured and Massachusetts Funds since 1989 and the Federal Intermediate-Term and Federal Limited-Term Funds since their inception. He joined Franklin Templeton Investments in 1986.

FRANCISCO RIVERA Vice President of Advisers

Mr. Rivera has been an analyst or portfolio manager of the High Yield Fund since 2004 and the Massachusetts Fund since 1996. He joined Franklin Templeton Investments in 1994.

JOHN WILEY Senior Vice President of Advisers

Mr. Wiley has been an analyst or portfolio manager of the High Yield Fund since 1991. He joined Franklin Templeton Investments in 1989.

STELLA S. WONG Vice President of Advisers

Ms. Wong has been an analyst or portfolio manager of the Double Tax-Free Fund since 1986 and the New Jersey Fund since inception. She joined Franklin Templeton Investments in 1986.

DANIEL WORKMAN, CFA Portfolio Manager of Advisers

Mr. Workman has been an analyst or portfolio manager of the High Yield Fund since 2009. He joined Franklin Templeton Investments in 2003.

The following individuals are jointly responsible for the day-to-day management of the Funds:

Double Tax-Free Fund

Carrie Higgins. Ms. Higgins has primary responsibility for the investments of the Fund. She has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which she may perform these functions, and the nature of these functions, may change from time to time.

Stella S. Wong. Ms. Wong is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Federal Intermediate-Term Fund

John Pomeroy. Mr. Pomeroy has primary responsibility for the investments of the Fund. He has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

James Conn. Mr. Conn is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Federal Limited-Term Fund

James Conn. Mr. Conn has primary responsibility for the investments of the Fund. He has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

John Pomeroy. Mr. Pomeroy is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

High Yield Fund

John Wiley, Francisco Rivera and Daniel Workman. Mr. Wiley, Mr. Rivera and Mr. Workman are jointly responsible for the day-to-day management of the Fund. Each manager has equal authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which each manager may perform these functions, and the nature of these functions, may change from time to time.

Insured Fund

James Conn. Mr. Conn is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Massachusetts Fund

John Pomeroy. Mr. Pomeroy is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Francisco Rivera. Mr. Rivera is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

New Jersey Fund

Stella S. Wong. Ms. Wong has primary responsibility for the investments of the Fund. She has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which she may perform these functions, and the nature of these functions, may change from time to time.

Carrie Higgins. Ms. Higgins is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

CFA^® and Chartered Financial Analyst^® are trademarks owned by CFA Institute.

The Fund’s SAI provides additional information about portfolio manager compensation, other accounts that they manage and their ownership of Fund shares.

The Fund pays Advisers a fee for managing the Fund's assets. For the fiscal year ended February 29, 2012, the Fund paid to the investment manager for its services the following management fees as a percentage of its average monthly net assets:

MANAGEMENT FEES

(as a percentage of average monthly net assets)

Double Tax-Free Fund	0.49%
Federal Intermediate-Term Fund	0.47%
Federal Limited-Term Fund	0.35%¹
High Yield Fund	0.46%
Insured Fund	0.46%
Massachusetts Fund	0.50%
New Jersey Fund	0.47%

1. Advisers and the Fund’s administrator have agreed to waive or limit their respective fees and to assume as their own certain expenses otherwise payable by the Federal Limited-Term Fund so that common expenses (i.e., a combination of investment management fees, administration fees, and other expenses, but excluding the Rule 12b-1 fees and acquired fund fees and expenses) for the Fund do not exceed 0.45% (other than certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganizations and liquidations) until June 30, 2013. The management fees before and after such waivers for the fiscal year ended February 29, 2012, were 0.43% and 0.35%, respectively.

A discussion regarding the basis for the board of trustees approving the investment management contract of the Fund is available in the Fund's annual report to shareholders for the fiscal year ended February 29.

Distributions and Taxes

The information is provided with respect to each Fund (hereafter "the Fund").

Income and Capital Gain Distributions

As a regulated investment company, the Fund generally pays no federal income tax on the income and gains it distributes to you. The Fund intends to declare income dividends from its net investment income each day that its net asset value (NAV) is calculated and pay them monthly. Your account begins to receive dividends on the day after the Fund receives your investment and continues to receive dividends through the day it receives a request to sell your shares. Capital gains, if any, may be paid at least annually. The amount of any distribution will vary, and there is no guarantee the Fund will pay either income dividends or capital gain distributions. Your income dividends and capital gain distributions will be automatically reinvested in additional shares at net asset value unless you elect to receive them in cash.

Annual statements. After the close of each calendar year, you will receive tax information from the Fund with respect to the federal income tax treatment of the Fund’s distributions and any taxable sales or exchanges of Fund shares occurring during the prior calendar year. If the Fund finds it necessary to reclassify income or adjust the cost basis of any covered shares sold or exchanged after you receive your tax information, the Fund will send you revised tax information. Distributions declared in December to shareholders of record in such month and paid in January are treated as if they were paid in December. Additional tax information about the Fund’s distributions is available at franklintempleton.com.

Tax Considerations

The Fund’s distributions are primarily exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax. Distributions from interest earned on the municipal securities of a particular state are also generally exempt from state income tax for residents of that state. The Fund may also make distributions that are taxable to you as ordinary income or capital gains. This is the case whether you reinvest your distributions in additional Fund shares or receive them in cash.

Exempt-interest dividends. Most Fund distributions will consist of exempt-interest dividends that are exempt from regular federal income tax. A portion of these distributions from private activity bond interest may be subject to the federal alternative minimum tax (AMT). Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits. Exempt-interest dividends from interest earned on the municipal securities of a particular state are also generally exempt from that state's personal income tax. Because of these tax exemptions, a tax-free fund may not be a suitable investment for retirement plans or other tax-exempt investors.
Capital gains. Fund distributions of capital gains are generally subject to federal and state income tax. Fund distributions of short-term capital gains are subject to tax at ordinary rates. For federal income tax purposes, Fund distributions of long-term capital gains are taxable at the reduced long-term capital gains rates no matter how long you have owned your Fund shares. For individuals in the 10% and 15% tax brackets, the long-term capital gains tax rate is 0%. For individuals in higher tax brackets, the long-term capital gains rate is 15%. These reduced rates are presently scheduled to sunset on December 31, 2012.
Taxable income dividends. The Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. Distributions from this income, if any, are generally subject to federal and state income tax at ordinary rates. The Fund expects that none of its distributions will be qualified dividends subject to reduced rates of tax to individuals. A return-of-capital distribution is generally not taxable but will reduce the cost basis of your shares, and will result in a higher capital gain or a lower capital loss when you later sell your shares.

Reclassification Risk. The Internal Revenue Service (IRS) has announced that holders of tax-exempt bonds such as the Fund have certain risks if the bonds were issued in connection with abusive transactions, refinancing irregularities, or the misuse of proceeds from the bond offering. While the Fund endeavors to purchase only bona fide tax-exempt bonds, there is a risk that a bond may be reclassified by the IRS as a taxable bond creating taxable income for the Fund and its shareholders. In this case, the Fund might be required to send to you and file with the IRS information returns for prior calendar years reclassifying some of its exempt-interest dividends as taxable dividends.

Sales of Fund shares. When you sell your shares in the Fund, or exchange them for shares of a different Franklin Templeton fund, you will generally realize a taxable capital gain or loss for federal and state income tax purposes. If you have owned your Fund shares for more than one year, any net long-term capital gains will qualify for the reduced rates of federal income taxation on long-term capital gains. An exchange of your shares in one class of the Fund for shares of another class of the same Fund is not taxable and no gain or loss will be reported on the transaction.

Cost basis reporting. If you acquire shares in the Fund on or after January 1, 2012, generally referred to as “covered shares," and sell or exchange them after that date, the Fund is generally required to report cost basis information to you and the IRS annually. The Fund will compute the cost basis of your covered shares using the average cost method, the Fund’s “default method,” unless you contact the Fund to select a different method, or choose to specifically identify your shares at the time of each sale or exchange. If your account is held by your financial advisor or other broker-dealer, that firm may select a different default method. In these cases, please contact the firm to obtain information with respect to the available methods and elections for your account. Shareholders should carefully review the cost basis information provided by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal and state income tax returns. Additional information about cost basis reporting is available at franklintempleton.com/costbasis.

Backup withholding. If you do not provide the Fund your taxpayer identification number and certain required certifications you may be subject to federal backup withholding at 28% on any Fund distributions, including exempt-interest dividends, and proceeds from the sale of your Fund shares. State backup withholding may also apply.

Non-U.S. investors. Non-U.S. investors may be subject to U.S. withholding tax at 30% or a lower treaty rate on Fund dividends of ordinary income. Non-U.S. investors may be subject to U.S. estate tax on the value of their shares. They are subject to special U.S. tax certification requirements to avoid backup withholding, claim any exemptions from withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for exempt-interest dividends, capital gain dividends paid by the Fund from long-term capital gains and, with respect to taxable years of the Fund that begin before January 1, 2012 (sunset date), interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources and short-term capital gain dividends.

Other tax information. This discussion of "Distributions and Taxes" is for general information only and is not tax advice. You should consult your own tax advisor regarding your particular circumstances, and about any federal, state, local and foreign tax consequences before making an investment in the Fund. Additional information about the tax consequences of investing in the Fund may be found in the Statement of Additional Information.

Financial Highlights

The Financial Highlights present the Fund's financial performance for the past five years or since its inception. Certain information reflects financial results for a single Fund share. The total returns represent the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and capital gains. This information has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with the Fund's financial statements, are included in the annual report, which is available upon request.

DOUBLE TAX-FREE INCOME FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.12	$ 11.56	$ 10.54	$ 11.10	$ 12.06
Income from investment operations:^b
Net investment income^c	0.52	0.52	0.51	0.50	0.49
Net realized and unrealized gains (losses)	1.20	-0.44	1.02	-0.57	-0.96
Total from investment operations	1.72	0.08	1.53	-0.07	-0.47
Less distributions from net investment income	-0.53	-0.52	-0.51	-0.49	-0.49
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.31	$ 11.12	$ 11.56	$ 10.54	$ 11.10
Total return^f	15.85%	0.56%	14.78%	-0.62%	-4.05%
Ratios to average net assets
Expenses	0.67%	0.67%	0.69%	0.68%	0.69%
Net investment income	4.49%	4.42%	4.64%	4.58%	4.14%
Supplemental data
Net assets, end of year (000’s)	$ 643,529	$ 523,391	$ 507,856	$ 468,062	$ 462,515
Portfolio turnover rate	6.73%	12.85%	18.53%	14.45%	18.19%

a. For the year ended February 29.

b. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the annual report for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

DOUBLE TAX-FREE INCOME FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year.	$ 11.17	$ 11.61	$ 10.58	$ 11.14	$ 12.11
Income from investment operations:^b
Net investment income^c	0.46	0.45	0.45	0.44	0.43
Net realized and unrealized gains (losses)	1.21	-0.44	1.03	-0.57	-0.97
Total from investment operations	1.67	0.01	1.48	-0.13	-0.54
Less distributions from net investment income	-0.47	-0.45	-0.45	-0.43	-0.43
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.37	$ 11.17	$ 11.61	$ 10.58	$ 11.14
Total return^f	15.26%	-0.01%	14.21%	-1.17%	-4.64%
Ratios to average net assets
Expenses	1.22%	1.22%	1.24%	1.23%	1.24%
Net investment income	3.94%	3.87%	4.09%	4.03%	3.59%
Supplemental data
Net assets, end of year (000’s)	$ 116,229	$ 95,163	$ 90,262	$ 72,413	$ 66,985
Portfolio turnover rate	6.73%	12.85%	18.53%	14.45%	18.19%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

DOUBLE TAX-FREE INCOME FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.13	$ 11.57	$ 10.78
Income from investment operations:^c
Net investment income^d	0.54	0.53	0.33
Net realized and unrealized gains (losses)	1.20	-0.44	0.78
Total from investment operations	1.74	0.09	1.11
Less distributions from net investment income	-0.54	-0.53	-0.32
Net asset value, end of year	$ 12.33	$ 11.13	$ 11.57
Total return^e	16.04%	0.67%	10.38%
Ratios to average net assets^f
Expenses	0.57%	0.57%	0.59%
Net investment income	4.59%	4.52%	4.74%
Supplemental data
Net assets, end of year (000’s)	$ 13,766	$ 4,104	$ 2,538
Portfolio turnover rate.	6.73%	12.85%	18.53%

a. For the year ended February 29.

b. For the period July 15, 2009 (effective date) to February 28, 2010.

c. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the annual report for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

FEDERAL INTERMEDIATE-TERM FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.43	$ 11.59	$ 10.99	$ 11.04	$ 11.47
Income from investment operations:^b
Net investment income^c	0.38	0.40	0.43	0.43	0.42
Net realized and unrealized gains (losses)	0.97	-0.15	0.61	-0.05	-0.43
Total from investment operations	1.35	0.25	1.04	0.38	-0.01
Less distributions from net investment income	-0.39	-0.41	-0.44	-0.43	-0.42
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.39	$ 11.43	$ 11.59	$ 10.99	$ 11.04
Total return^f	12.02%	2.12%	9.61%	3.48%	-0.11%
Ratios to average net assets
Expenses	0.66%	0.66%	0.67%	0.68%	0.71%
Net investment income	3.23%	3.45%	3.76%	3.91%	3.67%
Supplemental data
Net assets, end of year (000’s)	$ 1,832,750	$ 1,492,832	$ 1,390,805	$ 873,648	$ 699,833
Portfolio turnover rate	6.01%	10.11%	3.68%	13.05%	17.10%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

FEDERAL INTERMEDIATE-TERM FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.46	$ 11.61	$ 11.01	$ 11.06	$ 11.49
Income from investment operations:^b
Net investment income^c	0.32	0.34	0.36	0.37	0.35
Net realized and unrealized gains (losses)	0.97	-0.15	0.61	-0.05	-0.42
Total from investment operations	1.29	0.19	0.97	0.32	-0.07
Less distributions from net investment income	-0.33	-0.34	-0.37	-0.37	-0.36
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.42	$ 11.46	$ 11.61	$ 11.01	$ 11.06
Total return^f	11.38%	1.63%	8.98%	2.90%	-0.66%
Ratios to average net assets
Expenses	1.21%	1.21%	1.22%	1.23%	1.26%
Net investment income	2.68%	2.90%	3.21%	3.36%	3.12%
Supplemental data
Net assets, end of year (000’s)	$ 445,913	$ 357,180	$ 257,249	$ 91,164	$ 34,763
Portfolio turnover rate	6.01%	10.11%	3.68%	13.05%	17.10%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

FEDERAL INTERMEDIATE-TERM FUND - ADVISOR CLASS		Year Ended February 28,
	2012^a	2011	2010	2009^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.45	$ 11.60	$ 11.00	$ 10.58
Income from investment operations:^c
Net investment income^d	0.40	0.41	0.44	0.11
Net realized and unrealized gains (losses)	0.96	-0.14	0.61	0.42
Total from investment operations	1.36	0.27	1.05	0.53
Less distributions from net investment income	-0.40	-0.42	-0.45	-0.11
Net asset value, end of year	$ 12.41	$ 11.45	$ 11.60	$ 11.00
Total return^e	12.10%	2.30%	9.70%	5.00%
Ratios to average net assets^f
Expenses	0.56%	0.56%	0.57%	0.58%
Net investment income	3.33%	3.55%	3.86%	4.01%
Supplemental data
Net assets, end of year (000’s)	$ 792,857	$ 435,837	$ 144,745	$ 5,769
Portfolio turnover rate	6.01%	10.11%	3.68%	13.05%

a. For the year ended February 29.

b. For the period December 1, 2008 (effective date) to February 28, 2009.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

FEDERAL LIMITED-TERM FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.29	$ 10.35	$ 10.11	$ 9.96	$ 9.93
Income from investment operations:^b
Net investment income^c	0.20	0.21	0.24	0.27	0.31
Net realized and unrealized gains (losses)	0.31	-0.05	0.25	0.16	0.05
Total from investment operations	0.51	0.16	0.49	0.43	0.36
Less distributions from net investment income	-0.20	-0.22	-0.25	-0.28	-0.33
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.60	$ 10.29	$ 10.35	$ 10.11	$ 9.96
Total return^f	4.95%	1.52%	4.86%	4.33%	3.64%
Ratios to average net assets
Expenses before waiver and payments by affiliates	0.85%	0.87%	0.92%	1.03%	1.19%
Expenses net of waiver and payments by affiliates	0.57%	0.50%	0.50%	0.53%	0.50%
Net investment income	1.88%	2.01%	2.33%	2.70%	3.12%
Supplemental data
Net assets, end of year (000’s)	$ 682,132	$ 640,865	$ 380,522	$ 184,887	$ 43,914
Portfolio turnover rate	5.72%	7.40%	15.53%	12.69%	18.39%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

FEDERAL LIMITED-TERM FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year.	$ 10.29	$ 10.27
Income from investment operations:^c
Net investment income^d	0.21	0.02
Net realized and unrealized gains (losses)	0.30	0.01
Total from investment operations	0.51	0.03
Less distributions from net investment income	-0.21	-0.01
Net asset value, end of year	$ 10.59	$ 10.29
Total return^e	5.00%	0.33%
Ratios to average net assets^f
Expenses before waiver and payments by affiliates	0.70%	0.72%
Expenses net of waiver and payments by affiliates	0.42%	0.35%
Net investment income	2.03%	2.16%
Supplemental data
Net assets, end of year (000’s)	$ 80,569	$ 29,056
Portfolio turnover rate	5.72%	7.40%

a. For the year ended February 29.

b. For the period February 1, 2011 (effective date) to February 28, 2011.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

HIGH YIELD FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.60	$ 9.99	$ 8.75	$ 9.98	$ 11.04
Income from investment operations:^b
Net investment income^c	0.51	0.52	0.54	0.55	0.53
Net realized and unrealized gains (losses)	1.00	-0.39	1.25	-1.24	-1.06
Total from investment operations	1.51	0.13	1.79	-0.69	-0.53
Less distributions from net investment income	-0.52	-0.52	-0.55	-0.54	-0.53
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.59	$ 9.60	$ 9.99	$ 8.75	$ 9.98
Total return^f	16.20%	1.19%	20.96%	-7.09%	-5.03%
Ratios to average net assets
Expenses	0.64%	0.63%	0.63%	0.63%	0.62%
Net investment income	5.12%	5.18%	5.66%	5.77%	4.98%
Supplemental data
Net assets, end of year (000’s)	$ 5,881,103	$ 5,133,343	$ 5,477,710	$ 4,255,784	$ 4,784,743
Portfolio turnover rate	8.86%	18.18%	8.58%	19.10%	20.10%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

HIGH YIELD FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.68	$ 10.06	$ 8.81	$ 10.05	$ 11.11
Income from investment operations:^b
Net investment income^c	0.47	0.47	0.49	0.50	0.48
Net realized and unrealized gains (losses)	1.00	-0.39	1.26	-1.25	-1.07
Total from investment operations	1.47	0.08	1.75	-0.75	-0.59
Less distributions from net investment income	-0.47	-0.46	-0.50	-0.49	-0.47
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.68	$ 9.68	$ 10.06	$ 8.81	$ 10.05
Total return^f	15.56%	0.72%	20.29%	-7.66%	-5.53%
Ratios to average net assets
Expenses	1.19%	1.18%	1.18%	1.18%	1.17%
Net investment income	4.57%	4.63%	5.11%	5.22%	4.43%
Supplemental data
Net assets, end of year (000’s)	$ 13,276	$ 33,159	$ 68,463	$ 87,208	$ 139,855
Portfolio turnover rate	8.86%	18.18%	8.58%	19.10%	20.10%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

HIGH YIELD FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.73	$ 10.12	$ 8.86	$ 10.10	$ 11.16
Income from investment operations:^b
Net investment income^c	0.47	0.47	0.49	0.50	0.48
Net realized and unrealized gains (losses)	1.02	-0.40	1.27	-1.25	-1.07
Total from investment operations	1.49	0.07	1.76	-0.75	-0.59
Less distributions from net investment income	-0.47	-0.46	-0.50	-0.49	-0.47
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.75	$ 9.73	$ 10.12	$ 8.86	$ 10.10
Total return^f	15.68%	0.59%	20.28%	-7.62%	-5.51%
Ratios to average net assets
Expenses	1.19%	1.18%	1.18%	1.18%	1.17%
Net investment income	4.57%	4.63%	5.11%	5.22%	4.43%
Supplemental data
Net assets, end of year (000’s)	$ 1,219,076	$ 996,921	$ 1,002,985	$ 663,766	$ 697,697
Portfolio turnover rate	8.86%	18.18%	8.58%	19.10%	20.10%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

HIGH YIELD FUND - ADVISOR CLASS		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.63	$ 10.02	$ 8.77	$ 10.00	$ 11.06
Income from investment operations:^b
Net investment income^c	0.53	0.53	0.55	0.56	0.55
Net realized and unrealized gains (losses)	1.00	-0.39	1.26	-1.24	-1.07
Total from investment operations	1.53	0.14	1.81	-0.68	-0.52
Less distributions from net investment income	-0.53	-0.53	-0.56	-0.55	-0.54
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.63	$ 9.63	$ 10.02	$ 8.77	$ 10.00
Total return	16.37%	1.29%	21.14%	-6.99%	-4.94%
Ratios to average net assets
Expenses	0.54%	0.53%	0.53%	0.53%	0.52%
Net investment income	5.22%	5.28%	5.76%	5.87%	5.08%
Supplemental data
Net assets, end of year (000’s)	$ 1,438,591	$ 848,957	$ 621,454	$ 170,562	$ 143,331
Portfolio turnover rate	8.86%	18.18%	8.58%	19.10%	20.10%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

INSURED FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.39	$ 11.88	$ 11.20	$ 11.48	$ 12.32
Income from investment operations:^b
Net investment income^c	0.50	0.51	0.52	0.52	0.52
Net realized and unrealized gains (losses)	1.00	-0.49	0.68	-0.29	-0.84
Total from investment operations	1.50	0.02	1.20	0.23	-0.32
Less distributions from:
Net investment income	-0.52	-0.51	-0.52	-0.51	-0.52
Net realized gains	—	—	—	—	-—^d
Total distributions	-0.52	-0.51	-0.52	-0.51	-0.52
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.37	$ 11.39	$ 11.88	$ 11.20	$ 11.48
Total return^f	13.40%	0.13%	10.93%	2.04%	-2.70%
Ratios to average net assets
Expenses	0.62%	0.63%	0.63%	0.63%	0.64%
Net investment income	4.25%	4.30%	4.46%	4.57%	4.28%
Supplemental data
Net assets, end of year (000’s)	$ 2,312,711	$ 2,100,666	$ 2,134,949	$ 1,807,929	$ 1,909,094
Portfolio turnover rate	7.08%	17.09%	5.21%	15.12%	15.60%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

INSURED FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.45	$ 11.94	$ 11.26	$ 11.53	$ 12.37
Income from investment operations:^b
Net investment income^c	0.45	0.44	0.46	0.46	0.45
Net realized and unrealized gains (losses)	0.98	-0.48	0.68	-0.28	-0.83
Total from investment operations	1.43	-0.04	1.14	0.18	-0.38
Less distributions from:
Net investment income	-0.45	-0.45	-0.46	-0.45	-0.46
Net realized gains	—	—	—	—	-—^d
Total distributions	-0.45	-0.45	-0.46	-0.45	-0.46
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.43	$ 11.45	$ 11.94	$ 11.26	$ 11.53
Total return^f	12.73%	-0.43%	10.27%	1.56%	-3.22%
Ratios to average net assets
Expenses	1.17%	1.18%	1.18%	1.18%	1.19%
Net investment income	3.70%	3.75%	3.91%	4.02%	3.73%
Supplemental data
Net assets, end of year (000’s)	$ 5,252	$ 19,302	$ 43,086	$ 56,475	$ 69,500
Portfolio turnover rate	7.08%	17.09%	5.21%	15.12%	15.60%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

INSURED FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.53	$ 12.01	$ 11.31	$ 11.59	$ 12.43
Income from investment operations:^b
Net investment income^c	0.44	0.45	0.46	0.47	0.46
Net realized and unrealized gains (losses)	1.00	-0.49	0.70	-0.30	-0.84
Total from investment operations	1.44	-0.04	1.16	0.17	-0.38
Less distributions from:
Net investment income	-0.45	-0.44	-0.46	-0.45	-0.46
Net realized gains	—	—	—	—	-—^d
Total distributions	-0.45	-0.44	-0.46	-0.45	-0.46
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.52	$ 11.53	$ 12.01	$ 11.31	$ 11.59
Total return^f	12.72%	-0.36%	10.41%	1.46%	-3.21%
Ratios to average net assets
Expenses	1.17%	1.18%	1.18%	1.18%	1.19%
Net investment income	3.70%	3.75%	3.91%	4.02%	3.73%
Supplemental data
Net assets, end of year (000’s)	$ 455,584	$ 385,479	$ 339,444	$ 196,085	$ 148,054
Portfolio turnover rate	7.08%	17.09%	5.21%	15.12%	15.60%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

INSURED FUND - ADVISOR CLASS		Year Ended February 28,
	2012^a	2011	2010	2009^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.39	$ 11.88	$ 11.20	$ 11.86
Income from investment operations:^c
Net investment income^d	0.51	0.52	0.53	0.36
Net realized and unrealized gains (losses)	0.99	-0.49	0.69	-0.67
Total from investment operations	1.50	0.03	1.22	-0.31
Less distributions from net investment income	-0.53	-0.52	-0.54	-0.35
Net asset value, end of year	$ 12.36	$ 11.39	$ 11.88	$ 11.20
Total return^e	13.42%	0.23%	11.04%	-2.58%
Ratios to average net assets^f
Expenses	0.52%	0.53%	0.53%	0.53%
Net investment income	4.35%	4.40%	4.56%	4.67%
Supplemental data
Net assets, end of year (000’s)	$ 62,000	$ 21,855	$ 9,408	$ 1,417
Portfolio turnover rate	7.08%	17.09%	5.21%	15.12%

a. For the year ended February 29.

b. For the period July 1, 2008 (effective date) to February 28, 2009.

c. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

MASSACHUSETTS FUND - CLASS A			Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.11	$ 11.60	$ 10.94	$ 11.20	$ 11.96
Income from investment operations:^b
Net investment income^c	0.47	0.47	0.49	0.49	0.49
Net realized and unrealized gains (losses)	0.91	-0.46	0.66	-0.27	-0.76
Total from investment operations	1.38	0.01	1.15	0.22	-0.27
Less distributions from:
Net investment income	-0.47	-0.48	-0.49	-0.48	-0.49
Net realized gains	-—^d	-0.02	—	—	-—^d
Total distributions	-0.47	-0.50	-0.49	-0.48	-0.49
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.02	$ 11.11	$ 11.60	$ 10.94	$ 11.20
Total return^f	12.65%	0.01%	10.66%	2.00%	-2.34%
Ratios to average net assets
Expenses	0.66%	0.66%	0.67%	0.66%	0.66%
Net investment income	4.05%	4.06%	4.27%	4.38%	4.16%
Supplemental data
Net assets, end of year (000’s)	$ 461,749	$ 439,506	$ 494,372	$ 445,680	$ 450,957
Portfolio turnover rate	14.50%	18.65%	6.61%	7.45%	22.03%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MASSACHUSETTS FUND - CLASS C			Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.22	$ 11.70	$ 11.03	$ 11.29	$ 12.05
Income from investment operations:^b
Net investment income^c	0.41	0.41	0.43	0.43	0.43
Net realized and unrealized gains (losses)	0.91	-0.46	0.66	-0.27	-0.76
Total from investment operations	1.32	-0.05	1.09	0.16	-0.33
Less distributions from:
Net investment income	-0.40	-0.41	-0.42	-0.42	-0.43
Net realized gains	-—^d	-0.02	—	—	-—^d
Total distributions	-0.40	-0.43	-0.42	-0.42	-0.43
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.14	$ 11.22	$ 11.70	$ 11.03	$ 11.29
Total return^f	12.01%	-0.47%	10.06%	1.42%	-2.86%
Ratios to average net assets
Expenses	1.21%	1.21%	1.22%	1.20%	1.22%
Net investment income	3.50%	3.51%	3.72%	3.84%	3.60%
Supplemental data
Net assets, end of year (000’s)	$ 84,078	$ 83,046	$ 83,397	$ 68,027	$ 61,157
Portfolio turnover rate	14.50%	18.65%	6.61%	7.45%	22.03%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MASSACHUSETTS FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.11	$ 11.60	$ 11.08
Income from investment operations:^c
Net investment income^d	0.48	0.48	0.33
Net realized and unrealized gains (losses)	0.91	-0.46	0.52
Total from investment operations	1.39	0.02	0.85
Less distributions from:
Net investment income	-0.48	-0.49	-0.33
Net realized gains	-—^e	-0.02	—
Total distributions	-0.48	-0.51	-0.33
Net asset value, end of year	$ 12.02	$ 11.11	$ 11.60
Total return^f	12.76%	0.12%	7.69%
Ratios to average net assets^g
Expenses	0.56%	0.56%	0.57%
Net investment income	4.15%	4.16%	4.37%
Supplemental data
Net assets, end of year (000’s)	$ 7,743	$ 4,007	$ 4,012
Portfolio turnover rate	14.50%	18.65%	6.61%

a. For the year ended February 29.

b. For the period July 1, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Amount rounds to less than $0.01 per share.

f. Total return is not annualized for periods less than one year.

g. Ratios are annualized for periods less than one year.

NEW JERSEY FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.49	$ 11.99	$ 11.29	$ 11.45	$ 12.22
Income from investment operations:^b
Net investment income^c	0.52	0.51	0.52	0.51	0.50
Net realized and unrealized gains (losses)	1.06	-0.49	0.69	-0.18	-0.77
Total from investment operations	1.58	0.02	1.21	0.33	-0.27
Less distributions from:
Net investment income	-0.52	-0.52	-0.51	-0.49	-0.50
Net realized gains	—	-—^d	—	—	—
Total distributions	-0.52	-0.52	-0.51	-0.49	-0.50
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.55	$ 11.49	$ 11.99	$ 11.29	$ 11.45
Total return^f	14.09%	0.11%	10.87%	2.94%	-2.29%
Ratios to average net assets
Expenses.	0.63%	0.63%	0.63%	0.63%	0.64%
Net investment income.	4.30%	4.26%	4.42%	4.41%	4.17%
Supplemental data
Net assets, end of year (000’s)	$ 1,201,084	$ 1,128,665	$ 1,230,689	$ 1,100,142	$ 1,081,204
Portfolio turnover rate	8.01%	12.97%	9.93%	10.97%	10.99%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

NEW JERSEY FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.56	$ 12.07	$ 11.36	$ 11.52	$ 12.28
Income from investment operations:^b
Net investment income^c	0.45	0.45	0.46	0.44	0.44
Net realized and unrealized gains (losses)	1.07	-0.51	0.69	-0.17	-0.76
Total from investment operations	1.52	-0.06	1.15	0.27	-0.32
Less distributions from:
Net investment income	-0.46	-0.45	-0.44	-0.43	-0.44
Net realized gains	—	-—^d	—	—	—
Total distributions	-0.46	-0.45	-0.44	-0.43	-0.44
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.62	$ 11.56	$ 12.07	$ 11.36	$ 11.52
Total return^f	13.42%	-0.52%	10.30%	2.36%	-2.73%
Ratios to average net assets
Expenses	1.17%	1.17%	1.18%	1.18%	1.19%
Net investment income	3.76%	3.72%	3.87%	3.86%	3.62%
Supplemental data
Net assets, end of year (000’s)	$ 6,329	$ 15,039	$ 34,899	$ 47,329	$ 60,396
Portfolio turnover rate	8.01%	12.97%	9.93%	10.97%	10.99%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

NEW JERSEY FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.60	$ 12.11	$ 11.39	$ 11.55	$ 12.31
Income from investment operations:^b
Net investment income^c	0.45	0.45	0.46	0.45	0.44
Net realized and unrealized gains (losses)	1.09	-0.51	0.70	-0.18	-0.76
Total from investment operations	1.54	-0.06	1.16	0.27	-0.32
Less distributions from:
Net investment income	-0.46	-0.45	-0.44	-0.43	-0.44
Net realized gains	—	-—^d	—	—	—
Total distributions	-0.46	-0.45	-0.44	-0.43	-0.44
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.68	$ 11.60	$ 12.11	$ 11.39	$ 11.55
Total return^f	13.52%	-0.53%	10.35%	2.35%	-2.73%
Ratios to average net assets
Expenses	1.18%	1.18%	1.18%	1.18%	1.19%
Net investment income	3.75%	3.71%	3.87%	3.86%	3.62%
Supplemental data
Net assets, end of year (000’s)	$ 296,302	$ 276,916	$ 292,947	$ 207,945	$ 166,918
Portfolio turnover rate	8.01%	12.97%	9.93%	10.97%	10.99%

a. For the year ended February 29.

b. The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

NEW JERSEY FUND - ADVISOR CLASS		Year Ended February 28,
	2012^a	2011	2010	2009^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.49	$ 11.99	$ 11.29	$ 11.78
Income from investment operations:^c
Net investment income^d	0.53	0.52	0.53	0.35
Net realized and unrealized gains (losses)	1.07	-0.49	0.69	-0.51
Total from investment operations	1.60	0.03	1.22	-0.16
Less distributions from:
Net investment income	-0.54	-0.53	-0.52	-0.33
Net realized gains	—	-—^e	—	—
Total distributions	-0.54	-0.53	-0.52	-0.33
Redemption fees^f	—	—	—	—^e
Net asset value, end of year	$ 12.55	$ 11.49	$ 11.99	$ 11.29
Total return^g	14.20%	0.21%	10.98%	-1.29%
Ratios to average net assets^h
Expenses	0.53%	0.53%	0.53%	0.53%
Net investment income	4.40%	4.36%	4.52%	4.51%
Supplemental data
Net assets, end of year (000’s)	$ 63,827	$ 25,378	$ 13,791	$ 770
Portfolio turnover rate	8.01%	12.97%	9.93%	10.97%

a. For the year ended February 29.

b. For the period July 1, 2008 (effective date) to February 28, 2009.

d. Based on average daily shares outstanding.

e. Amount rounds to less than $0.01 per share.

f. Effective September 1, 2008, the redemption fee was eliminated.

g. Total return is not annualized for periods less than one year.

h. Ratios are annualized for periods less than one year.

YOUR ACCOUNT

The board of trustees has approved the termination of offering Class B shares. Existing shareholders of Class B shares may continue as Class B shareholders, continue to reinvest dividends into Class B shares and exchange their Class B shares for Class B shares of other Franklin Templeton funds as permitted by the current exchange privileges. New or additional investments into Class B are not permitted. For Class B shares outstanding on February 28, 2005 and Class B shares acquired upon reinvestment of dividends, all Class B share attributes, including the associated Rule 12b-1 fee, contingent deferred sales charge and conversion features, will continue.

Choosing a Share Class

Each class has its own sales charge and expense structure, allowing you to choose the class that best meets your situation. Your investment representative can help you decide. Investors may purchase Class C shares only for Fund accounts on which they have appointed an investment representative (financial advisor) of record. Investors who have not appointed an investment representative (financial advisor) to existing Class C share Fund accounts, may not make additional purchases to those accounts but may exchange their shares to a Franklin Templeton fund that offers Class C shares. Dividend and capital gain distributions may continue to be reinvested in existing Class B or Class C share Fund accounts.

Class A	Class C	Advisor Class
Initial sales charge of 2.25% or less (Federal Intermediate-Term & Federal Limited-Term Funds) or 4.25% or less (all other Funds)	No initial sales charge	See "Qualified Investors - Advisor Class" below
Deferred sales charge of 0.75% on purchases of $1 million or more sold within 18 months	Deferred sales charge of 1% on shares you sell within 12 months
Lower annual expenses than Class C due to lower distribution fees	Higher annual expenses than Class A due to higher distribution fees

Class A, B & C

SALES CHARGES - Class A
when you invest this amount	the sales charge makes up this % of the offering price¹	which equals this % of your net investment
All Funds (except Federal Intermediate-Term & Federal Limited-Term Fund)
Under $100,000	4.25	4.44
$100,000 but under $250,000	3.50	3.63
$250,000 but under $500,000	2.50	2.56
$500,000 but under $1 million	2.00	2.04
Federal Intermediate-Term Fund & Federal Limited-Term Fund
Under $100,000	2.25	2.30
$100,000 but under $250,000	1.75	1.78
$250,000 but under $500,000	1.25	1.27
$500,000 but under $1 million	1.00	1.01

1. The dollar amount of the sales charge is the difference between the offering price of the shares purchased (which factors in the applicable sales charge in this table) and the net asset value of those shares. Since the offering price is calculated to two decimal places using standard rounding criteria, the number of shares purchased and the dollar amount of the sales charge as a percentage of the offering price and of your net investment may be higher or lower depending on whether there was a downward or upward rounding.

Sales Charge Reductions and Waivers

Quantity discounts. We offer two ways for you to combine your current purchase of Class A Fund shares with other existing Franklin Templeton fund share holdings that might enable you to qualify for a lower sales charge with your current purchase. You can qualify for a lower sales charge when you reach certain "sales charge breakpoints." This quantity discount information is also available free of charge at franklintempleton.com/retail/jsp_cm/fund_perf/pub/quantity_discount.jsp. This web page can also be reached at franklintempleton.com by clicking the "Funds" tab and then choosing "Quantity Discounts."

1. Cumulative quantity discount - lets you combine certain existing holdings of Franklin Templeton fund shares - referred to as "cumulative quantity discount eligible shares" - with your current purchase of Class A shares to determine if you qualify for a sales charge breakpoint.

Cumulative quantity discount eligible shares are Franklin Templeton fund shares registered to (or held by a financial intermediary for):

You, individually;
Your spouse or domestic partner, as recognized by applicable state law, and your children under the age of 21 (each a "Family Member");
You jointly with one or more Family Members;
You jointly with another person(s) who is (are) not Family Members if that other person has not included the value of the shares as cumulative quantity discount eligible shares for purposes of that person’s separate investments in Franklin Templeton fund shares;
A Coverdell Education Savings account for which you or a Family Member is the identified responsible person;
A trustee/custodian of an IRA (which includes a Roth IRA and an employer sponsored IRA such as a SIMPLE IRA) or your non-ERISA covered 403(b), if the shares are registered/recorded under your or a Family Member's Social Security number;
A 529 college savings plan over which you or a Family Member has investment discretion and control;
Any entity over which you or a Family Member has (have) individual or shared authority, as principal, has investment discretion and control (for example, an UGMA/UTMA account for a child on which you or a Family Member is the custodian, a trust on which you or a Family Member is the trustee, a business account [not to include retirement plans] for your solely owned business [or the solely owned business of a Family Member] on which you or a Family Member is the authorized signer);
A trust established by you or a Family Member as grantor.

Franklin Templeton fund shares held through an administrator or trustee/custodian of an Employer Sponsored Retirement Plan such as a 401(k) plan (see definition below) do not qualify for a cumulative quantity discount.

Franklin Templeton fund assets held in multiple Employer Sponsored Retirement Plans may be combined in order to qualify for sales charge breakpoints at the plan level if the plans are sponsored by the same employer.

If you believe there are cumulative quantity discount eligible shares that can be combined with your current purchase to achieve a sales charge breakpoint (for example, shares held in a different broker-dealer’s brokerage account or with a bank or an investment advisor), it is your responsibility to specifically identify those shares to your financial advisor at the time of your purchase (including at the time of any future purchase). It may be necessary for you to provide your financial advisor with information and records (including account statements) of all relevant accounts invested in the Franklin Templeton Funds. If you have not designated a financial advisor associated with your Franklin Templeton fund shares, it is your responsibility to specifically identify any cumulative quantity discount eligible shares to the Fund’s transfer agent at the time of any purchase.

If there are cumulative quantity discount eligible shares that would qualify for combining with your current purchase and you do not tell your financial advisor or the Franklin Templeton funds’ transfer agent at the time of any purchase, you may not receive the benefit of a reduced sales charge that might otherwise be available since your financial advisor and the Fund generally will not have that information.

The value of cumulative quantity discount eligible shares equals the cost or current value of those shares, whichever is higher. The current value of shares is determined by multiplying the number of shares by their highest current public offering price. It is your responsibility to retain any records necessary to substantiate historical share costs because neither your current financial advisor nor the Franklin Templeton funds may have or maintain this information.

An "Employer Sponsored Retirement Plan" is a Qualified Retirement Plan, ERISA covered 403(b) and certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Retirement Plan, such as 457 plans and executive deferred compensation arrangements, but not including employer sponsored IRAs. A "Qualified Retirement Plan" is an employer sponsored pension or profit sharing plan that qualifies under section 401(a) of the Internal Revenue Code, including 401(k), money purchase pension, profit sharing and defined benefit plans.

2. Letter of intent (LOI) - expresses your intent to buy a stated dollar amount of "cumulative quantity discount eligible shares" (as defined in the "Cumulative quantity discount" section above) over a 13-month period and lets you receive the same sales charge as if all shares had been purchased at one time. We will reserve 5% of your total intended purchase in Class A shares registered in your name until you fulfill your LOI to cover any additional sales charge that may apply if you do not buy the amount stated in your LOI. It is your responsibility to tell your financial advisor when you believe you have fulfilled your LOI with sufficient cumulative quantity discount eligible shares. If you have not designated a financial advisor associated with your Franklin Templeton fund shares, it is your responsibility to tell the Fund’s transfer agent when you believe you have fulfilled your LOI with sufficient cumulative quantity discount eligible shares. Please refer to the SAI for more LOI details.

To sign up for these programs, complete the appropriate section of your account application.

Franklin Templeton funds include all of the U.S. registered mutual funds of Franklin Templeton Investments and the Franklin Mutual Recovery Fund. They do not include the funds in the Franklin Templeton Variable Insurance Products Trust.

Sales charge waivers. Class A shares may be purchased without an initial sales charge or contingent deferred sales charge (CDSC) by certain investors or for certain payments. If you would like information about available sales charge waivers, call your investment representative or call Shareholder Services at (800) 632-2301. A list of available sales charge waivers also may be found in the SAI.

Investments of $1 Million or More

If you invest $1 million or more, either as a lump sum or through our cumulative quantity discount or letter of intent programs, you can buy Class A shares without an initial sales charge. However, there is a 0.75% CDSC on any shares you sell within 18 months of purchase. The way we calculate the CDSC is the same for each class (please see “Contingent Deferred Sales Charge (CDSC) - Class A, B & C”). The CDSC will not apply to purchases over $250 million in the High Yield Fund.

Distribution and Service (12b-1) Fees

Class A has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution fees of up to 0.10% per year and Limited-Term Fund to pay up to 0.15%, to those who sell and distribute Class A shares and provide other services to shareholders. Because these fees are paid out of Class A's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

SALES CHARGES - Class B
if you sell your shares within this many years after buying them	this % is deducted from your proceeds as a CDSC
1 Year	4
2 Years	4
3 Years	3
4 Years	3
5 Years	2
6 Years	1
7 Years	0

There is a CDSC if you sell your shares within six years, as described in the table above. The way we calculate the CDSC is the same for each class (please see "Contingent Deferred Sales Charge (CDSC) - Class A, B & C"). After eight years, your Class B shares automatically convert to Class A shares, lowering your annual expenses from that time on.

Distribution and Service (12b-1) Fees

Class B has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution and other fees of up to 0.65% per year for the sale of Class B shares and for services provided to shareholders. Because these fees are paid out of Class B's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

SALES CHARGES - Class C

With Class C shares, there is no initial sales charge.

We place any investment of $1 million or more in Class A shares, since Class A's annual expenses are lower.

CDSC

There is a 1% CDSC on any Class C shares you sell within 12 months of purchase. The way we calculate the CDSC is the same for each class (please see "Contingent Deferred Sales Charge (CDSC) - Class A, B & C").

Distribution and Service (12b-1) Fees

Class C has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution and other fees of up to 0.65% per year for the sale of Class C shares and for services provided to shareholders. Because these fees are paid out of Class C's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Contingent Deferred Sales Charge (CDSC) - Class A, B & C

The CDSC for each class is based on the current value of the shares being sold or their net asset value when purchased, whichever is less. There is no CDSC on shares you acquire by reinvesting your dividends or capital gain distributions.

To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that are not subject to a CDSC. If there are not enough of these to meet your request, we will sell the shares in the order they were purchased. We will use this same method if you exchange your shares into another Franklin Templeton fund (please see “Exchanging Shares”).

The holding period for the CDSC begins on the day you buy your shares. Your shares will age one month on that same date the next month and each following month. For example, if you buy shares on the 18th of the month, they will age one month on the 18th day of the next month and each following month.

Reinstatement Privilege

If you sell shares of a Franklin Templeton fund that were held indirectly for your benefit in an account with your investment representative’s firm or your bank’s trust department or that were registered to you directly by the Fund's transfer agent (or, to an affiliated custodian or trustee of the Fund’s transfer agent), you may reinvest all or a portion of the proceeds from that sale within 90 days of the sale without an initial sales charge. This Reinstatement Privilege does not apply to: (i) a purchase of Fund shares made through a regularly scheduled automatic investment plan such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or (ii) a purchase of Fund shares with proceeds from the sale of Franklin Templeton fund shares that were held indirectly through a non-Franklin Templeton individual or employer sponsored IRA.

In order to take advantage of this Reinstatement Privilege, you must inform your investment representative or the Fund's transfer agent of this privilege at the time of your investment.

The proceeds from the earlier sale must also be invested within the same share class as that of the sold shares, with the following exceptions:

Class B shares will be reinvested in Class A shares
Class C shares will be reinvested in Class A shares if at the time of investment you have not appointed an investment representative (financial advisor) of record for the Fund account(s) in which the purchased shares will be held

Proceeds from the earlier sale of Class Z shares from another fund may also be invested in Class A shares under this Reinstatement Privilege.

Generally, if you paid a CDSC when you sold your shares, Franklin Templeton Distributors, Inc. (Distributors) will credit back to you the CDSC paid on the amount you are reinvesting within 90 days of the sale by adding it to the amount of your reinvestment. The new shares issued with your reinvestment WILL BE subject to any otherwise applicable CDSC. If, however, you (except Employer Sponsored Retirement Plans) paid a CDSC when you sold the following shares and you invest the proceeds from that sale in Class A shares within 90 days, you will not receive a credit for the CDSC and new Class A shares issued with your reinvestment WILL NOT BE subject to any otherwise applicable CDSC:

Class B shares
Class C shares held at the time of sale in a Franklin Templeton fund account without an investment representative (financial advisor) appointed by you

This privilege does not apply to shares you buy and sell under our exchange program. Shares purchased with the proceeds from a money fund may be subject to a sales charge.

Qualified Investors - Advisor Class

The following investors or investments qualify to buy Advisor Class shares of the Fund:

Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangement between the investor and a registered broker-dealer or investment adviser, trust company or bank (referred to as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or a broker-dealer through whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. No minimum initial investment.
Governments, municipalities, and tax-exempt entities that meet the requirements for qualification under section 501 of the Internal Revenue Code when purchasing direct from the Fund. Minimum initial investment: $1 million in Advisor Class or Class Z shares of any Franklin Templeton fund.
Current and former officers, trustees, directors, full-time employees (and, in each case, their family members) of both Franklin Templeton Investments and Franklin Templeton Funds, consistent with our then-current policies. Minimum initial investment: $100 ($50 for accounts with an automatic investment plan).
Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisory agreements); and/or (2) as trustee of an inter vivos or testamentary trust.
Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets.
An individual or entity associated with a current customer of Franklin Templeton Institutional, LLC (FTI, LLC) if approved by FTI, LLC in consultation with its customer.
Unaffiliated U.S. registered mutual funds, including those that operate as "fund of funds." Minimum initial investment: $1 million in Advisor Class or Class Z shares of any Franklin Templeton fund.
Assets held in accounts under the recommendation of an investment consultant provided that (1) assets are held with a firm unaffiliated with the investment consultant’s firm; (2) the investment consultant is under a retainer or other similar fee arrangement with its clients; (3) the client is not an individual; and (4) a subsidiary of Franklin Resources, Inc. approves the investment.

Buying Shares

Effective June 15, 2012, the Franklin Double Tax-Free Income Fund was closed to all new investors. Please see "Fund Details" for further information.

MINIMUM INVESTMENTS - CLASS A & C

	Initial
Regular accounts	$ 1,000
Automatic investment plans	$ 50
UGMA/UTMA accounts	$ 100
Broker-dealer sponsored wrap account programs	no minimum
Current and former full-time employees, officers, trustees and directors of Franklin Templeton entities, and their family members	$ 100

Please note that you may only buy shares of a fund eligible for sale in your state or jurisdiction.

Account Application

If you are opening a new account, please complete and sign the enclosed account application. Make sure you indicate the share class you have chosen. If you do not indicate a class, we will place your purchase in Class A shares. To save time, you can sign up now for services you may want on your account by completing the appropriate sections of the application (see "Investor Services"). For example, if you would like to link one of your bank accounts to your Fund account so that you may use electronic funds transfer to and from your bank account to buy and sell shares, please complete the bank information section of the application. We will keep your bank information on file for future purchases and redemptions. We do not accept cash, credit card convenience checks, non-bank money orders or travelers checks as forms of payment to purchase shares.

Buying Shares

	Opening an account	Adding to an account
Through your investment representative	Contact your investment representative	Contact your investment representative
By Phone/Online (Up to $100,000 per shareholder per day) (800) 632-2301 franklintempleton.com Note: (1) certain account types are not available for online account access and (2) the amount may be higher for members of Franklin Templeton VIP Services^®. Please see “Franklin Templeton VIP Services^®” under “Investor Services” for more information regarding eligibility.	If you have another Franklin Templeton fund account with your bank account information on file, you may open a new identically registered account by phone. At this time, a new account may not be opened online. To make a same day investment, your phone order must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.	Before requesting a telephone or online purchase into an existing account, please make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and address and a voided check or savings account deposit slip. If the bank and Fund accounts do not have at least one common owner, your written request must be signed by all fund and bank account owners, and each individual must have his or her signature guaranteed. To make a same day investment, your phone or online order must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.
By Mail	Make your check payable to the Fund. Mail the check and your signed application to Investor Services.	Make your check payable to the Fund. Include your account number on the check. Fill out the deposit slip from your account statement. If you do not have a slip, include a note with your name, the Fund name, and your account number. Mail the check and deposit slip or note to Investor Services.
By Wire (800) 632-2301 or (650) 312-2000 collect	Call to receive a wire control number and wire instructions. Wire the funds and mail your signed application to Investor Services. Please include the wire control number or your new account number on the application. To make a same day wire investment, the wired funds must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.	Call to receive a wire control number and wire instructions. To make a same day wire investment, the wired funds must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.
By Exchange franklintempleton.com	Call Shareholder Services at (800) 632-2301, or send signed written instructions. You also may place an online exchange order. The automated telephone system cannot be used to open a new account. (Please see “Exchanging Shares” for more information on exchanges.)	Call Shareholder Services at (800) 632-2301, or send signed written instructions. You also may place an online exchange order. (Please see “Exchanging Shares” for more information on exchanges.)

Franklin Templeton Investor Services
P.O. Box 997151, Sacramento, CA 95899-7151
Call toll-free: (800) 632-2301
(Monday through Friday
5:30 a.m. to 5:00 p.m., Pacific time)
or visit us online 24 hours a day, 7 days a week,
at franklintempleton.com

Investor Services

Automatic Investment Plan

This plan offers a convenient way for you to invest in the Fund by automatically transferring money from your checking or savings account each month to buy shares. To sign up, visit us online at franklintempleton.com or complete the appropriate section of your account application and mail it to Investor Services. If you are opening a new account, please include your minimum initial investment with your application.

Automated Telephone System

Our automated system offers around-the-clock access to information about your account or any Franklin Templeton fund. This service is available by dialing any of the following numbers from a touch-tone phone:

Shareholder Services

(800) 632-2301

Advisor Services

(800) 524-4040

Distribution Options

You may reinvest distributions you receive from the Fund in an existing account in the same share class* of the Fund or another Franklin Templeton fund. Initial sales charges and CDSCs will not apply to reinvested distributions. You also can have your distributions deposited in a bank account, or mailed by check. Deposits to a bank account may be made by electronic funds transfer.

* Class B and C shareholders may reinvest their distributions in Class A shares of any Franklin Templeton money fund. Advisor Class shareholders may reinvest in Advisor Class or Class A shares of another Franklin Templeton fund. To reinvest your distributions in Advisor Class shares of another Franklin Templeton fund, you must be a current shareholder in Advisor Class or otherwise qualify to buy that fund's Advisor Class shares.

If you received a distribution and chose to return it to purchase additional shares in Class A shares of another Franklin Templeton fund, you will not be charged an initial sales charge if you invest the distribution within 90 days of the distribution date.

Please indicate on your application the distribution option you have chosen, otherwise we will reinvest your distributions in the same share class of the Fund.

Telephone/Online Privileges

You will automatically receive telephone/online privileges when you open your account, allowing you to obtain or view your account information, and conduct a number of transactions by phone or online, including: buy, sell, or exchange shares of most funds; use electronic funds transfer to buy or sell shares of most funds; change your address; and, add or change account services (including distribution options, systematic withdrawal plans and automatic investment plans).

To view your account information or request online transactions, you will first need to register for these services at the shareholder section of our website at franklintempleton.com. You will be asked to accept the terms of an online agreement(s) and establish a password for online services. If you are registered for online services, you may enroll online in Franklin Templeton’s electronic delivery program for your shareholder documents. This will allow you to receive electronic delivery (through our website) of most funds’ prospectuses, annual/semiannual reports to shareholders, and proxy statements, as well as your account(s) statements and trade confirmations, and discontinue receiving your paper copies through the U.S. mail. Using our shareholder website means you are consenting to sending and receiving personal financial information over the Internet, so you should be sure you are comfortable with the risks.

As long as we follow reasonable security procedures and act on instructions we reasonably believe are genuine, we will not be responsible for any losses that may occur from unauthorized requests. We will request passwords or other information, and also may record calls. To help safeguard your account, keep your password confidential, and verify the accuracy of your confirmation statements immediately after you receive them. Contact us immediately if you believe someone has obtained unauthorized access to your account or password. For transactions done over the Internet, we recommend the use of an Internet browser with 128-bit encryption. Certain methods of contacting us (such as by phone or by Internet) may be unavailable or delayed during periods of unusual market activity. Of course, you can decline telephone buy, sell, or exchange privileges on your account application, or choose not to register for online privileges. If you have telephone/online privileges on your account and want to discontinue them, please contact us for instructions. You may reinstate these privileges at any time in writing, including online registration with respect to online privileges.

Note: We discourage you from including confidential or sensitive information in any Internet communication to us. If you do choose to send email (encrypted or not) to us over the Internet, you are accepting the associated risks of lack of confidentiality.

Systematic Withdrawal Plan

This plan allows you to automatically sell your shares and receive regular payments from your account. A CDSC may apply to withdrawals that exceed certain amounts. Certain terms and minimums apply. To sign up, visit us online at franklintempleton.com or complete the appropriate section of your application.

Franklin Templeton VIP Services^®

You may be eligible for Franklin Templeton VIP Services^® if you are currently eligible for the $250,000 sales charge breakpoint based solely on shares registered directly with the Franklin Templeton funds' transfer agent and excluding shares held indirectly through brokerage accounts. Franklin Templeton VIP Services^® shareholders enjoy enhanced service and transaction capabilities. Please contact Shareholder Services at (800) 632-2301 for additional information on this program.

Selling Shares

You can sell your shares at any time. Please keep in mind that a contingent deferred sales charge (CDSC) may apply.

Selling Shares in Writing

Generally, requests to sell $100,000 or less can be made over the phone, online, or with a simple letter. Sometimes, however, to protect you and the Fund we will need written instructions signed by all registered owners, with a signature guarantee for each owner, if:

you are selling more than $100,000 worth of shares
you want your proceeds paid to someone who is not a registered owner
you want to send your proceeds somewhere other than the address of record, or preauthorized bank or brokerage firm account

We also may require a signature guarantee when we receive instructions from an agent, not the registered owners; when you want to send your proceeds to a bank account that was added or changed on your account within the last 15 days and the bank and fund accounts have at least one common owner; or when we believe it would protect the Fund against potential claims based on the instructions received.

The amount may be higher for members of Franklin Templeton VIP Services^®. Please see “Franklin Templeton VIP Services^®” above for more information regarding eligibility.

A signature guarantee helps protect your account against fraud. You can obtain a signature guarantee at most banks and securities dealers.

A notary public CANNOT provide a signature guarantee.

Selling Recently Purchased Shares

If you sell shares recently purchased, we may delay sending you the proceeds until your check, draft or wire/electronic funds transfer has cleared, which may take seven business days.

Redemption Proceeds

Your redemption check will be sent within seven days after we receive your request in proper form. We are not able to receive or pay out cash in the form of currency.

Selling Shares

To sell some or all of your shares

Through your investment representative

Contact your investment representative

By Mail

Send written instructions and endorsed share certificates (if you hold share certificates) to Investor Services. Corporate, partnership or trust accounts may need to send additional documents.

Specify the Fund, the account number and the dollar value or number of shares you wish to sell. If you own both Class A and B shares, also specify the class of shares, otherwise we will sell your Class A shares first. Be sure to include all necessary signatures and any additional documents, as well as signature guarantees if required.

A check will be mailed to the name(s) and address on the account, or otherwise according to your written instructions.

By Phone/Online(800) 632-2301
franklintempleton.com

As long as your transaction is for $100,000 or less, you do not hold share certificates and you have not changed your address by phone or online within the last 15 days, you can sell your shares by phone or online. The amount may be higher for members of Franklin Templeton VIP Services^®. Please see “Franklin Templeton VIP Services^®” above for more information regarding eligibility.

A check will be mailed to the name(s) and address on the account, or a pre-authorized secondary address. Written instructions, with a signature guarantee, are required to send the check to another address or to make it payable to another person.

By Electronic Funds Transfer (ACH)

You can call, write, or visit us online to have redemption proceeds sent to a bank account. See the policies at left for selling shares by mail, phone, or online.

Before requesting to have redemption proceeds sent to a bank account, please make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and a voided check or savings account deposit slip. If the bank and Fund accounts do not have at least one common owner, you must provide written instructions signed by all fund and bank account owners, and each individual must have his or her signature guaranteed.

If the bank and Fund accounts have at least one common owner and the bank account was added or changed within the last 15 days, you may be required to provide written instructions signed by all fund account owners, with a signature guarantee for each fund account owner.

If we receive your request in proper form by 1:00 p.m. Pacific time, proceeds sent by ACH generally will be available within two to three business days.

By Exchange

Obtain a current prospectus for the fund you are considering. Prospectuses are available online at franklintempleton.com.

Call Shareholder Services at the number below or send signed written instructions. You also may place an exchange order online. See the policies at left for selling shares by mail, phone, or online.

If you hold share certificates, you will need to return them to the Fund before your exchange can be processed.

Franklin Templeton Investor Services
P.O. Box 997151, Sacramento, CA 95899-7151
Call toll-free: (800) 632-2301
(Monday through Friday 5:30 a.m. to 5:00 p.m., Pacific time)
or visit us online 24 hours a day, 7 days a week, at franklintempleton.com

Exchanging Shares

Exchange Privilege

Class A, B & C

You can exchange shares between most Franklin Templeton funds within the same class,* generally without paying any additional sales charges. If you exchange shares from the Limited Fund purchased prior to February 1, 2006, or a money fund and those shares were not charged a sales charge previously, however, a sales charge may apply.

* Class Z shareholders of Franklin Mutual Series Funds may exchange into Class A without any sales charge. Advisor Class shareholders of another Franklin Templeton fund also may exchange into Class A without any sales charge. Advisor Class shareholders who exchange their shares for Class A shares and later decide they would like to exchange into another fund that offers Advisor Class may do so.

Any CDSC will continue to be calculated from the date of your initial investment and will not be charged at the time of the exchange. The purchase price for determining a CDSC on exchanged shares will be the price you paid for the original shares. If you exchange shares subject to a CDSC into a Class A money fund, the time your shares are held in the money fund will not count towards the CDSC holding period.

Effective on or about September 14, 2012, any CDSC will continue to be calculated from the date of your initial investment and will not be charged at the time of the exchange. The purchase price for determining a CDSC on exchanged shares will be the price you paid for the original shares.

If you exchange your Class B shares for the same class of shares of another Franklin Templeton fund, the time your shares are held in that fund will count towards the eight-year period for automatic conversion to Class A shares.

Advisor Class

You can exchange your Advisor Class shares for Advisor Class shares of other Franklin Templeton funds. You also may exchange your Advisor Class shares for Class A shares of a fund that does not currently offer an Advisor Class (without any sales charge)* or for Class Z shares of Franklin Mutual Series Funds.

* If you exchange into Class A shares and you later decide you would like to exchange into a fund that offers an Advisor Class, you may exchange your Class A shares for Advisor Class shares if you are a current shareholder in Advisor Class or you otherwise qualify to buy the fund's Advisor Class shares.

All Classes

The remainder of the “Exchanging Shares” section applies to all classes.

Generally exchanges may only be made between identically registered accounts, unless you send written instructions with a signature guarantee.

An exchange is really two transactions: a sale of one fund and the purchase of another. In general, the same policies that apply to purchases and sales also apply to exchanges, including minimum investment amounts (except exchanges of an entire account balance). Exchanges also generally have the same tax consequences as ordinary sales and purchases.

Rejected exchanges. If the Fund rejects an exchange request involving the sale of Fund shares, the rejected exchange request will also mean rejection of the request to purchase shares of another fund with the proceeds of the sale. Of course, you may generally redeem shares of the Fund at any time.

Exchanges through financial intermediaries. If you are investing indirectly in the Fund through a financial intermediary such as a broker-dealer, a bank, an insurance company separate account, an investment advisor, an administrator or trustee of an IRS-recognized tax-deferred savings plan such as a 401(k) retirement plan and a 529 college savings plan that maintains a master account (an Omnibus Account) with the Fund for trading on behalf of its customers, different exchange and/or transfer limit guidelines and restrictions may apply. The financial intermediary through whom you are investing may choose to adopt different trading restrictions designed to discourage short-term or excessive trading. Consult with your financial intermediary (or, in the case of a 401(k) retirement plan, your plan sponsor) to determine what trading restrictions, including exchange/transfer limitations, may be applicable to you.

Fund exchange privilege changes/waiver. The Fund may terminate or modify (temporarily or permanently) this exchange privilege in the future. You will receive 60 days' notice of any material changes, unless otherwise provided by law.

Other funds' exchange privileges. If there is a conflict between the exchange privileges of two funds involved in an exchange transaction, the stricter policy will apply to the transaction. Other Franklin Templeton funds may have different exchange restrictions. Check each fund's prospectus for details.

Frequent Trading Policy

The Fund's board of trustees has adopted the following policies and procedures with respect to frequent trading in Fund shares (Frequent Trading Policy).

The Fund does not intend to accommodate short-term or frequent purchases and redemptions of Fund shares that may be detrimental to the Fund. For example, this type of trading activity could interfere with the efficient management of the Fund's portfolio or materially increase the Fund's transaction costs, administrative costs or taxes.

Through its transfer agent, the Fund performs ongoing monitoring of shareholder trading in shares of the Fund and other Franklin Templeton funds in order to try and identify shareholder trading patterns that suggest an ongoing short-term trading strategy. If shareholder trading patterns identified by the transfer agent through monitoring or from other information regarding the shareholder’s trading activity in non-Franklin Templeton funds leads the transfer agent to reasonably conclude that such trading may be detrimental to the Fund as described in this Frequent Trading Policy, the transfer agent, on behalf of the Fund, may temporarily or permanently bar future purchases into the Fund or, alternatively, may limit the amount, number or frequency of any future purchases and/or the method by which you may request future purchases and redemptions (including purchases and/or redemptions by an exchange or transfer between the Fund and any other mutual fund).

In considering an investor’s trading patterns, the Fund may consider, among other factors, the investor’s trading history both directly and, if known, through financial intermediaries, in the Fund, in other Franklin Templeton funds, in non-Franklin Templeton mutual funds, or in accounts under common control or ownership (see, for example, “Investment by asset allocators” in the SAI). The transfer agent may also reject any purchase or redemption request, whether or not it represents part of any ongoing trading pattern, if the Fund's investment manager or transfer agent reasonably concludes that the amount of the requested transaction may disrupt or otherwise interfere with the efficient management of the Fund’s portfolio. In determining what actions should be taken, the Fund's transfer agent may consider a variety of factors, including the potential impact of such remedial actions on the Fund and its shareholders. If the Fund is a "fund of funds," the Fund's transfer agent may take into account the impact of the trading activity and of any proposed remedial action on both the Fund and the underlying funds in which the Fund invests.

Frequent trading through financial intermediaries. You are an investor subject to this Frequent Trading Policy whether you are a direct shareholder of the Fund or you are investing indirectly in the Fund through a financial intermediary, such as a broker-dealer, bank, trust company, insurance company product such as an annuity contract, investment advisor, or an administrator or trustee of an IRS-recognized tax-deferred savings plan such as a 401(k) retirement plan and a 529 college savings plan.

Some financial intermediaries maintain master accounts with the Fund on behalf of their customers (“omnibus accounts”). The Fund has entered into “information sharing agreements” with these financial intermediaries, which permit the Fund to obtain, upon request, information about the trading activity of the intermediary’s customers that invest in the Fund. If the Fund’s transfer agent identifies omnibus account level trading patterns that have the potential to be detrimental to the Fund, the transfer agent may, in its sole discretion, request from the financial intermediary information concerning the trading activity of its customers. Based upon its review of the information, if the transfer agent determines that the trading activity of any customer may be detrimental to the Fund, it may, in its sole discretion, request the financial intermediary to restrict or limit further trading in the Fund by that customer. There can be no assurance that the transfer agent’s monitoring of omnibus account level trading patterns will enable it to identify all short-term trading by a financial intermediary’s customers.

Revocation of trades. While the Fund reserves the right to reject any purchase order for any reason, the Fund may also revoke executed purchase orders that the transfer agent reasonably concludes in its sole discretion may have been contrary to the objectives of the Fund's Frequent Trading Policy.

Account Policies

Calculating Share Price

Class A, B & C

When you buy shares, you pay the "offering price" for the shares. The "offering price" is determined by dividing the NAV per share by an amount equal to 1 minus the sales charge applicable to the purchase (expressed in decimals), calculated to two decimal places using standard rounding criteria. The number of Fund shares you will be issued will equal the amount invested divided by the applicable offering price for those shares, calculated to three decimal places using standard rounding criteria. For example, if the NAV per share is $10.25 and the applicable sales charge for the purchase is 5.75%, the offering price would be calculated as follows: 10.25 divided by 1.00 minus 0.0575 [10.25/0.9425] equals 10.87533, which, when rounded to two decimal points, equals 10.88. The offering price per share would be $10.88.

When you sell shares, you receive the NAV minus any applicable CDSC.

All Classes

The value of a mutual fund is determined by deducting the fund’s liabilities from the total assets of the portfolio. The NAV per share is determined by dividing the total net asset value of each fund’s share class by the applicable number of shares outstanding per share class.

The Fund calculates the NAV per share each business day at 1 p.m. Pacific time which normally coincides with the close of trading on the New York Stock Exchange (NYSE). The Fund does not calculate the NAV on days the NYSE is closed for trading, which include New Year’s Day, Martin Luther King Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If the NYSE has a scheduled early close or unscheduled early close, the Fund’s share price would still be determined as of 1 p.m. Pacific/4 p.m. Eastern time.

When determining its NAV, the Fund values cash and receivables at their realizable amounts, and records interest as accrued and dividends on the ex-dividend date. The Fund generally utilizes two independent pricing services to assist in determining a current market value for each security. If market quotations are readily available for portfolio securities listed on a securities exchange, the Fund values those securities at the last quoted sale price or the official closing price of the day, respectively, or, if there is no reported sale, within the range of the most recent quoted bid and ask prices. The Fund values over-the-counter portfolio securities within the range of the most recent bid and ask prices. If portfolio securities trade both in the over-the-counter market and on a stock exchange, the Fund values them according to the broadest and most representative market.

Requests to buy and sell shares are processed at the NAV next calculated after we or an approved financial intermediary receive your request in proper form.

Generally, trading in corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times before the close of the NYSE. The value of these securities used in computing the NAV is determined as of such times. Occasionally, events affecting the values of these securities may occur between the times at which they are determined and the close of the NYSE that will not be reflected in the computation of the NAV. The Fund relies on third-party pricing vendors to monitor for events materially affecting the value of these securities during this period. If an event occurs, the third-party pricing vendors will provide revised values to the Fund.

Fair Valuation – Individual Securities

The Fund has procedures, approved by the board of trustees, to determine the fair value of individual securities and other assets for which market prices are not readily available (such as certain restricted or unlisted securities and private placements) or which may not be reliably priced (such as in the case of trade suspensions or halts, price movement limits set by certain foreign markets, and thinly traded or illiquid securities). Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. The board of trustees oversees the application of fair value pricing procedures.

The application of fair value pricing procedures represents a good faith determination based upon specifically applied procedures. There can be no assurance that the Fund could obtain the fair value assigned to a security if it were able to sell the security at approximately the time at which the Fund determines its NAV per share.

Security Valuation – Municipal Securities – Matrix Pricing (Fair Valuation)

Municipal securities generally trade in the over-the-counter market rather than on a securities exchange. The Fund’s pricing services use valuation models or matrix pricing to determine current value. In general, they use information with respect to comparable bond and note transactions, quotations from bond dealers or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date. Matrix pricing is considered a form of fair value pricing.

Accounts with Low Balances

If your account has been open for more than one year and its value falls below $500 ($50 for employee and UGMA/UTMA accounts), we will mail you a notice asking you to bring the account back up to its applicable minimum investment amount. If you choose not to do so within 30 days, we will close your account and mail the proceeds to the address of record. You will not be charged a CDSC if your account is closed for this reason. This policy does not apply to: (1) certain broker-controlled accounts established through the National Securities Clearing Corporation’s Networking system; (2) accounts in Class B and Class A accounts established pursuant to a conversion from Class B; (3) tax-deferred retirement plan accounts; (4) active automatic investment plan accounts; (5) broker-dealer sponsored separately managed accounts (wrap accounts); (6) accounts held through a 529 college savings program; and, (7) Coverdell Education Savings Plan accounts.

Statements, Reports and Prospectuses

You will receive quarterly account statements that show all your account transactions during the quarter. You also will receive written notification after each transaction affecting your account (except for distributions and transactions made through automatic investment or withdrawal programs, which will be reported on your quarterly statement).

You also will receive the Fund's financial reports every six months as well as an annual updated prospectus. To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports and prospectus. This process, called "householding," will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses and financial reports on our website.

If you choose, you may receive your statements, financial reports and prospectuses through electronic delivery (please see "Investor Services - Telephone/Online Privileges").

Investment Representative Account Access

If there is a dealer or other investment representative of record on your account, he or she will be able to obtain your account information, conduct transactions for your account, and also will receive copies of all notifications and statements and other information about your account directly from the Fund.

Street or Nominee Accounts

You may transfer your shares from the street or nominee name account of one dealer to another, as long as both dealers have an agreement with Distributors. We will process the transfer after we receive authorization in proper form from your delivering securities dealer.

Joint Accounts

Unless you specify a different registration, shares issued to two or more owners are registered as "joint tenants with rights of survivorship" (shown as "Jt Ten" on your account statement). To make any ownership changes to jointly owned shares, or to sever a joint tenancy in jointly owned shares, all owners must agree in writing.

Joint Account Risk with Telephone/Online Privileges

You will automatically receive telephone/online privileges when you open your account. If your account has more than one registered owner, telephone/online privileges allow the Fund to accept online registration for online services (including electronic delivery of shareholder documents) and transaction instructions online or by telephone from only one registered owner. This means that any one registered owner on your account, acting alone and without the consent of any other registered owner, may give the Fund instructions by telephone, online or in writing (subject to any limitations in telephone or online privileges) to:

Exchange shares from a jointly registered Fund account requiring all registered owner signatures into an identically registered money fund account that only requires one registered owner’s signature to redeem shares;
Redeem Fund shares and direct the redemption proceeds to a bank account that may or may not be owned by you and, if owned by you jointly with someone else, only requires one person to withdraw funds by check or otherwise;
Add/Change the bank account to which Fund share redemption proceeds may be sent, which bank account may not be owned by you;
Purchase Fund shares by debiting a bank account that may be owned by you; and
Add/Change the bank account that may be debited for Fund share purchases, which new account may be owned by you.

If you do NOT want another registered owner on your account to be able to issue these kinds of instructions to the Fund without your consent, you must instruct the Fund to deny/terminate online privileges and the ability to issue such instructions by telephone so that these types of instructions will only be accepted in writing signed by all account owners. This decision will apply to any other fund into which you may exchange your jointly owned Fund shares. Any later decision to permit these types of instructions by telephone and/or online will need to be given to the Fund in a written instruction signed by all registered owners.

Additional Policies

Please note that the Fund maintains additional policies and reserves certain rights, including:

The Fund may restrict, reject or cancel any purchase orders, including an exchange request.
The Fund may modify, suspend, or terminate telephone/online privileges at any time.
The Fund may make material changes to or discontinue the exchange privilege on 60 days' notice or as otherwise provided by law.
The Fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.
Normally, redemptions are processed by the next business day, but may take up to seven days to be processed if making immediate payment would adversely affect the Fund.
In unusual circumstances, we may temporarily suspend redemptions or postpone the payment of proceeds, as allowed by federal securities laws.
For redemptions over a certain amount, the Fund may pay redemption proceeds in securities or other assets rather than cash if the investment manager determines it is in the best interest of the Fund, consistent with applicable law.
You may only buy shares of a fund (including the purchase side of an exchange) eligible for sale in your state or jurisdiction.
To permit investors to obtain the current price, dealers are responsible for transmitting all orders to the Fund promptly.

Dealer Compensation

Class A, B & C

Qualifying dealers who sell Fund shares may receive sales commissions and other payments. These are paid by Distributors from sales charges received from purchasing or redeeming shareholders, from distribution and service (12b-1) fees from the Fund and from Distributors' other financial resources. Dealers may also receive shareholder servicing fees for servicing investors who indirectly hold Franklin Templeton fund shares through dealer-maintained brokerage accounts as more fully described under "Shareholder servicing and transfer agent" of the "Management and Other Services" section in the SAI. These fees are paid by the Fund's transfer agent from payments it receives under its agreement with the Fund.

If any dealer commissions are paid in connection with a purchase which is subsequently rejected or results in any trading restriction placed on the purchaser as a result of a determination by the Fund's investment manager or transfer agent that the purchase may be connected with trading activity that may be detrimental to the Fund as described in the Fund's "Frequent Trading Policy," the dealer shall, upon demand, refund such commissions to Distributors.

ALL FUNDS (EXCEPT FEDERAL INTERMEDIATE-TERM
AND FEDERAL LIMITED-TERM FUNDS)

	Class A	Class B	Class C
Commission (%)			1.00¹
Investment under $100,000	4.00
$100,000 but under $250,000	2.80
$250,000 but under $500,000	2.00
$500,000 but under $1 million	1.60
$1 million or more	up to 0.75²
12b-1 fee to dealer	0.10²	0.15³	0.65⁴

FEDERAL INTERMEDIATE-TERM FUND

	Class A	Class C
Commission (%)	--	1.00¹
Investment under $100,000	2.00	--
$100,000 but under $250,000	1.50	--
$250,000 but under $500,000	1.00	--
$500,000 but under $1 million	0.85	--
$1 million or more	up to 0.75²	--
12b-1 fee to dealer	0.10	0.65⁴

FEDERAL LIMITED-TERM FUND

	Class A
Commission (%)
Investments under $100,000	2.00
$100,000 but under $250,000	1.50
$250,000 but under $500,000	1.00
$500,000 but under $1 million	0.85
$1 million or more	up to 0.75²
12b-1 fee to dealer	0.15²

1. Commission includes advance of the first year's 0.15% 12b-1 service fee. Distributors may pay a prepaid commission.

2. For purchases at NAV where Distributors paid a prepaid commission, dealers may start to receive the 12b-1 fee in the 13th month after purchase. For purchases at NAV where Distributors did not pay a prepaid commission, dealers may start to receive the 12b-1 fee at the time of purchase.

3. After eight years, Class B shares convert to Class A shares and dealers may then receive the 12b-1 fee applicable to Class A.

4. Dealers may be eligible to receive up to 0.15% at the time of purchase and may be eligible to receive 0.65% starting in the 13th month. During the first 12 months, the full 12b-1 fee will be paid to Distributors to partially offset the commission and the prepaid service fee paid at the time of purchase. For purchases at NAV where Distributors did not pay a prepaid commission, dealers may start to receive the 12b-1 fee at the time of purchase.

Other dealer and financial intermediary compensation. Distributors may make payments (a portion of which may be reimbursable under the terms of the Fund's Rule 12b-1 distribution plans) to certain dealers who have sold shares of the Franklin Templeton mutual funds. In the case of any one dealer, marketing support payments will not exceed the sum of 0.08% of that dealer's current year's total sales of Franklin Templeton mutual funds, and 0.05% (or 0.03%) of the total assets of equity (or fixed income) funds attributable to that dealer, on an annual basis. Marketing support payments made to organizations located outside the U.S., with respect to investments in the Fund by non-U.S. persons, may exceed this limitation. Distributors makes these payments in connection with the qualifying dealers' efforts to educate financial advisors about the Franklin Templeton funds. Any current year sales to, or assets held on behalf of, Employer Sponsored Retirement Plans for which payment is made to a financial intermediary pursuant to the following paragraph will be excluded from the calculation of marketing support payments pursuant to this paragraph.

Distributors and/or its affiliates may also make payments (a portion of which may be reimbursable under the terms of the Fund's Rule 12b-1 distribution plans) to certain financial intermediaries in connection with their activities that are intended to assist in the sale of shares of the Franklin Templeton mutual funds, directly or indirectly, to certain Employer Sponsored Retirement Plans. In the case of any one financial intermediary, such payments will not exceed 0.10% of the total assets of Franklin Templeton mutual funds held, directly or indirectly, by such Employer Sponsored Retirement Plans, on an annual basis.

A number of factors will be considered in determining these payments, including the qualifying dealer or financial intermediary's sales, assets and redemption rates, the nature and quality of any servicing provided by the financial intermediary, and the quality of the dealer or financial intermediary's relationship with Distributors. Distributors will, on an annual basis, determine the advisability of continuing these payments. These payments may be in addition to any shareholder servicing fees paid by the Fund's transfer agent from payments it receives under its agreement with the Fund.

To the extent permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, Distributors may pay or allow other promotional incentives or payments to dealers.

Sale of Fund shares, as well as shares of other funds in Franklin Templeton Investments, is not considered a factor in the selection of broker-dealers to execute the Fund's portfolio transactions. Accordingly, the allocation of portfolio transactions for execution by broker-dealers that sell Fund shares is not considered marketing support payments to such broker-dealers.

You can find further details in the SAI about the payments made by Distributors and the services provided by your financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You should ask your financial advisor for information about any payments it receives from Distributors and any services it provides, as well as about fees and/or commissions it charges.

Questions

If you have any questions about the Fund or your account, you can write to us at P.O. Box 997151, Sacramento, CA 95899-7151. You also can call us at one of the following numbers. For your protection and to help ensure we provide you with quality service, all calls may be monitored or recorded.

Department Name	Telephone Number	Hours (Pacific time, Monday through Friday)
Shareholder Services	(800) 632-2301	5:30 a.m. to 5:00 p.m.
Fund Information	(800) DIAL BEN (800) 342-5236	5:30 a.m. to 5:00 p.m.
Retirement Services	(800) 527-2020	5:30 a.m. to 5:00 p.m.
Advisor Services	(800) 524-4040	5:30 a.m. to 5:00 p.m.
Hearing Impaired Assistance	For hearing impaired assistance, please contact us via a Relay Service.
Automated Telephone System	(800) 632-2301 (800) 524-4040 (800) 527-2020	(around-the-clock access)

FOR MORE INFORMATION

You can learn more about the Fund in the following documents:

Annual/Semiannual Report to Shareholders

Includes a discussion of recent market conditions and Fund strategies that significantly affected Fund performance during its last fiscal year, financial statements, detailed performance information, portfolio holdings and, in the annual report only, the independent registered public accounting firm’s report.

Statement of Additional Information (SAI)

Contains more information about the Fund, its investments and policies. It is incorporated by reference (is legally a part of this prospectus).

For a free copy of the current annual/semiannual report or the SAI, please contact your investment representative or call us at the number below. You also can view the current annual/semiannual report and the SAI online through franklintempleton.com.

You also can obtain information about the Fund by visiting the SEC's Public Reference Room in Washington, DC (phone (202) 551-8090) or the EDGAR Database on the SEC's Internet site at http://www.sec.gov. You can obtain copies of this information, after paying a duplicating fee, by writing to the SEC's Public Reference Section, Washington, DC 20549-0102 or by electronic request at the following email address: publicinfo@sec.gov.

	One Franklin Parkway, San Mateo, CA 94403-1906 (800) DIAL BEN^®/342-5236 franklintempleton.com For hearing impaired assistance, please contact us via a Relay Service.

	Investment Company Act file #811-04149
	© 2012 Franklin Templeton Investments. All rights reserved.
2238	TF1 P 07/12

July 1, 2012
The SEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Class A	Class B	Class C	Advisor Class
Franklin Alabama Tax-Free Income Fund	FRALX	—	FALEX	—
Franklin Florida Tax-Free Income Fund	FRFLX	FRFBX	FRFIX	—
Franklin Georgia Tax-Free Income Fund	FTGAX	—	FGAIX	—
Franklin Kentucky Tax-Free Income Fund	FRKYX	—	—	—
Franklin Louisiana Tax-Free Income Fund	FKLAX	—	FLAIX	—
Franklin Maryland Tax-Free Income Fund	FMDTX	—	FMDIX	FMDZX
Franklin Missouri Tax-Free Income Fund	FRMOX	—	FMOIX	FRMZX
Franklin North Carolina Tax-Free Income Fund	FXNCX	—	FNCIX	FNCZX
Franklin Virginia Tax-Free Income Fund	FRVAX	—	FVAIX	FRVZX

PROSPECTUS

Franklin
Tax-Free Trust


TF2

		Contents

		FUND SUMMARIES
INFORMATION ABOUT THE FUND YOU SHOULD KNOW BEFORE INVESTING		Franklin Alabama Tax-Free Income Fund Franklin Florida Tax-Free Income Fund Franklin Georgia Tax-Free Income Fund Franklin Kentucky Tax-Free Income Fund Franklin Louisiana Tax-Free Income Fund Franklin Maryland Tax-Free Income Fund Franklin Missouri Tax-Free Income Fund Franklin North Carolina Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund

		FUND DETAILS
MORE INFORMATION ON INVESTMENT POLICIES, PRACTICES AND RISKS/FINANCIAL HIGHLIGHTS		Investment Goal Principal Investment Policies and Practices Principal Risks Management Distributions and Taxes Financial Highlights

		YOUR ACCOUNT
INFORMATION ABOUT SALES CHARGES, QUALIFIED INVESTORS, ACCOUNT TRANSACTIONS AND SERVICES		Choosing a Share Class Buying Shares Investor Services Selling Shares Exchanging Shares Account Policies Questions

		FOR MORE INFORMATION
WHERE TO LEARN MORE ABOUT THE FUND		Back Cover

FUND SUMMARIES

Franklin Alabama Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C
Management fees	0.54%	0.54%
Distribution and service (12b-1) fees	0.10%	0.65%
Other expenses	0.07%	0.07%
Total annual Fund operating expenses	0.71%	1.26%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 494	$ 642	$ 803	$ 1,270
Class C	$ 228	$ 400	$ 692	$ 1,523
If you do not sell your shares:
Class C	$ 128	$ 400	$ 692	$ 1,523

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Alabama. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Alabama and U.S. Territories Because the Fund invests predominantly in Alabama municipal securities, events in Alabama are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Alabama. As with Alabama municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.21%
Worst Quarter:	Q4'10	-5.80%
As of March 31, 2012, the Fund's year-to-date return was 2.49%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Alabama Tax-Free Income Fund - Class A
Return Before Taxes	7.48%	3.47%	4.39%
Return After Taxes on Distributions	7.48%	3.47%	4.39%
Return After Taxes on Distributions and Sale of Fund Shares	6.38%	3.56%	4.38%
Franklin Alabama Tax-Free Income Fund - Class C	10.68%	3.80%	4.28%
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Alabama. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Florida Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C
Management fees	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.65%	0.65%
Other expenses	0.05%	0.05%	0.05%
Total annual Fund operating expenses	0.62%	1.17%	1.17%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 486	$ 615	$ 756	$ 1,166
Class B	$ 519	$ 672	$ 844	$ 1,267
Class C	$ 219	$ 372	$ 644	$ 1,420
If you do not sell your shares:
Class B	$ 119	$ 372	$ 644	$ 1,267
Class C	$ 119	$ 372	$ 644	$ 1,420

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Florida. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Florida and U.S. Territories Because the Fund invests predominantly in Florida municipal securities, events in Florida are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Florida. As with Florida municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	6.30%
Worst Quarter:	Q3'08	-4.04%
As of March 31, 2012, the Fund's year-to-date return was 2.23%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Florida Tax-Free Income Fund - Class A
Return Before Taxes	5.45%	3.52%	4.50%
Return After Taxes on Distributions	5.45%	3.50%	4.49%
Return After Taxes on Distributions and Sale of Fund Shares	5.16%	3.64%	4.51%
Franklin Florida Tax-Free Income Fund - Class B	5.43%	3.48%	4.49%
Franklin Florida Tax-Free Income Fund - Class C	8.53%	3.84%	4.38%
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1987).

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal income tax. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Georgia Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C
Management fees	0.50%	0.50%
Distribution and service (12b-1) fees	0.10%	0.65%
Other expenses	0.07%	0.07%
Total annual Fund operating expenses	0.67%	1.22%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 491	$ 630	$ 782	$ 1,224
Class C	$ 224	$ 387	$ 670	$ 1,477
If you do not sell your shares:
Class C	$ 124	$ 387	$ 670	$ 1,477

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Georgia. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Georgia and U.S. Territories Because the Fund invests predominantly in Georgia municipal securities, events in Georgia are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Georgia. As with Georgia municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.05%
Worst Quarter:	Q4'10	-5.93%
As of March 31, 2012, the Fund's year-to-date return was 2.04%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Georgia Tax-Free Income Fund - Class A
Return Before Taxes	6.87%	3.59%	4.46%
Return After Taxes on Distributions	6.87%	3.59%	4.46%
Return After Taxes on Distributions and Sale of Fund Shares	5.96%	3.66%	4.43%
Franklin Georgia Tax-Free Income Fund - Class C	9.99%	3.90%	4.34%
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

FRANCISCO RIVERA Vice President of Advisers and portfolio manager of the Fund since 1996.

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Georgia. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Kentucky Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A
Management fees	0.57%
Distribution and service (12b-1) fees	0.10%
Other expenses	0.08%
Total annual Fund operating expenses	0.75%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 498	$ 654	$ 824	$ 1,316

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Kentucky. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Kentucky and U.S. Territories Because the Fund invests predominantly in Kentucky municipal securities, events in Kentucky are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Kentucky. As with Kentucky municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	6.36%
Worst Quarter:	Q3'08	-4.53%
As of March 31, 2012, the Fund's year-to-date return was 2.42%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Kentucky Tax-Free Income Fund - Class A
Return Before Taxes	5.40%	3.35%	4.34%
Return After Taxes on Distributions	5.40%	3.35%	4.34%
Return After Taxes on Distributions and Sale of Fund Shares	4.95%	3.45%	4.32%
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

FRANCISCO RIVERA Vice President of Advisers and portfolio manager of the Fund since 1996.

MICHAEL J. CONN Vice President of Advisers and portfolio manager of the Fund since 2010.

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Kentucky. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Louisiana Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C
Management fees	0.51%	0.51%
Distribution and service (12b-1) fees	0.10%	0.65%
Other expenses	0.07%	0.07%
Total annual Fund operating expenses	0.68%	1.23%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 492	$ 633	$ 788	$ 1,236
Class C	$ 225	$ 390	$ 676	$ 1,489
If you do not sell your shares:
Class C	$ 125	$ 390	$ 676	$ 1,489

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Louisiana. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Louisiana and U.S. Territories Because the Fund invests predominantly in Louisiana municipal securities, events in Louisiana are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Louisiana. As with Louisiana municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.51%
Worst Quarter:	Q3'08	-5.53%
As of March 31, 2012, the Fund's year-to-date return was 1.87%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Louisiana Tax-Free Income Fund - Class A
Return Before Taxes	7.26%	3.65%	4.47%
Return After Taxes on Distributions	7.26%	3.65%	4.47%
Return After Taxes on Distributions and Sale of Fund Shares	6.25%	3.71%	4.45%
Franklin Louisiana Tax-Free Income Fund - Class C	10.44%	3.98%	4.37%
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

FRANCISCO RIVERA Vice President of Advisers and portfolio manager of the Fund since 1996.

MICHAEL J. CONN Vice President of Advisers and portfolio manager of the Fund since 2010.

JOHN WILEY Senior Vice President of Advisers and portfolio manager of the Fund since 1991.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Louisiana. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Maryland Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.49%	0.49%	0.49%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.65%	1.20%	0.55%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 489	$ 624	$ 772	$ 1,201
Class C	$ 222	$ 381	$ 660	$ 1,455
Advisor Class	$ 56	$ 176	$ 307	$ 689
If you do not sell your shares:
Class C	$ 122	$ 381	$ 660	$ 1,455

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Maryland. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Maryland and U.S. Territories Because the Fund invests predominantly in Maryland municipal securities, events in Maryland are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Maryland. As with Maryland municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	8.78%
Worst Quarter:	Q4'08	-5.40%
As of March 31, 2012, the Fund's year-to-date return was 2.14%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Maryland Tax-Free Income Fund - Class A
Return Before Taxes	6.17%	3.29%	4.32%
Return After Taxes on Distributions	6.17%	3.30%	4.32%
Return After Taxes on Distributions and Sale of Fund Shares	5.44%	3.40%	4.32%
Franklin Maryland Tax-Free Income Fund - Class C	9.24%	3.61%	4.20%
Franklin Maryland Tax-Free Income Fund - Advisor Class	11.02%	4.24%	4.80%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception 7/1/2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

MICHAEL J. CONN Vice President of Advisers and portfolio manager of the Fund since 2010.

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Maryland. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Missouri Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.48%	0.48%	0.48%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.64%	1.19%	0.54%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 488	$ 621	$ 767	$ 1,189
Class C	$ 221	$ 378	$ 654	$ 1,443
Advisor Class	$ 55	$ 173	$ 302	$ 677
If you do not sell your shares:
Class C	$ 121	$ 378	$ 654	$ 1,443

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Missouri. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Missouri and U.S. Territories Because the Fund invests predominantly in Missouri municipal securities, events in Missouri are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Missouri. As with Missouri municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	6.72%
Worst Quarter:	Q4'10	-5.10%
As of March 31, 2012, the Fund's year-to-date return was 2.04%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Missouri Tax-Free Income Fund - Class A
Return Before Taxes	6.92%	3.56%	4.57%
Return After Taxes on Distributions	6.92%	3.56%	4.57%
Return After Taxes on Distributions and Sale of Fund Shares	5.99%	3.64%	4.54%
Franklin Missouri Tax-Free Income Fund - Class C	9.95%	3.90%	4.44%
Franklin Missouri Tax-Free Income Fund - Advisor Class	11.75%	4.52%	5.04%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception 7/1/2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1987).

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Missouri. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin North Carolina Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.63%	1.18%	0.53%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 487	$ 618	$ 761	$ 1,178
Class C	$ 220	$ 375	$ 649	$ 1,432
Advisor Class	$ 54	$ 170	$ 296	$ 665
If you do not sell your shares:
Class C	$ 120	$ 375	$ 649	$ 1,432

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of North Carolina. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

North Carolina and U.S. Territories Because the Fund invests predominantly in North Carolina municipal securities, events in North Carolina are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of North Carolina. As with North Carolina municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.14%
Worst Quarter:	Q3'08	-5.32%
As of March 31, 2012, the Fund's year-to-date return was 2.26%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin North Carolina Tax-Free Income Fund - Class A
Return Before Taxes	6.56%	3.69%	4.64%
Return After Taxes on Distributions	6.56%	3.69%	4.64%
Return After Taxes on Distributions and Sale of Fund Shares	5.70%	3.73%	4.60%
Franklin North Carolina Tax-Free Income Fund - Class C	9.63%	4.03%	4.53%
Franklin North Carolina Tax-Free Income Fund - Advisor Class	11.39%	4.64%	5.12%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception 7/1/2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1987).

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of North Carolina. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Virginia Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 42 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.48%	0.48%	0.48%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.64%	1.19%	0.54%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 488	$ 621	$ 767	$ 1,189
Class C	$ 221	$ 378	$ 654	$ 1,443
Advisor Class	$ 55	$ 173	$ 302	$ 677
If you do not sell your shares:
Class C	$ 121	$ 378	$ 654	$ 1,443

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Virginia. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Virginia and U.S. Territories Because the Fund invests predominantly in Virginia municipal securities, events in Virginia are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Virginia. As with Virginia municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	6.77%
Worst Quarter:	Q4'10	-4.97%
As of March 31, 2012, the Fund's year-to-date return was 1.85%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Virginia Tax-Free Income Fund - Class A
Return Before Taxes	5.97%	3.55%	4.48%
Return After Taxes on Distributions	5.97%	3.55%	4.48%
Return After Taxes on Distributions and Sale of Fund Shares	5.35%	3.62%	4.46%
Franklin Virginia Tax-Free Income Fund - Class C	9.06%	3.87%	4.36%
Franklin Virginia Tax-Free Income Fund - Advisor Class	10.81%	4.49%	4.96%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception 7/1/2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1987).

MICHAEL J. CONN Vice President of Advisers and portfolio manager of the Fund since 2010.

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Virginia. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

FUND DETAILS

Investment Goal

Each Fund's investment goal is to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders' capital. Each Fund also tries to provide a maximum level of income exempt from personal income taxes, if any, for resident shareholders of that Fund's state.

Principal Investment Policies and Practices

Under normal market conditions, each Fund (hereafter the "Fund") invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of that Fund's state. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund only buys municipal securities rated in one of the top four ratings categories by one or more U.S. nationally recognized rating services (or comparable unrated or short -term rated securities). This limitation generally is applied at the time of purchase and a downgrade of a particular security below one of the top four ratings categories will not automatically cause the Fund to sell the security. The investment manager will, however, take such downgrade into account when analyzing the portfolio.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Temporary Investments

Principal Risks

Interest Rate

Market

Credit

Many of the Fund's portfolio securities may be supported by credit enhancements, which may be provided by either U.S. or foreign entities. These securities have the credit risk of the entity providing the credit support. Credit support provided by a foreign entity may be less certain because of the possibility of adverse foreign economic, political or legal developments that may affect the ability of that entity to meet its obligations. To the extent the Fund holds insured securities, a change in the credit rating of a municipal bond insurer that insures securities in the Fund's portfolio may affect the value of the securities it insures, the Fund's share price and Fund performance. The Fund might also be adversely impacted by the inability of an insurer to meet its insurance obligations. Recent market conditions have weakened the municipal bond insurance industry leading state regulators from time to time to require one or more municipal bond insurers to suspend claims payments on outstanding insurance in force. Certain municipal bond insurers have withdrawn from the market. These circumstances have led to a consolidation among municipal bond insurers which have led to a decrease in the supply of insured municipal securities and a concentration of the insurance company credit risk on the securities in the Fund's portfolio amongst fewer municipal bond insurers.

State and U.S. Territories

Because each Fund invests predominantly in municipal securities of its state, events in that state are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to the state's municipal issuers. Any downgrade to the credit rating of the securities issued by the U.S. government may result in a downgrade of securities issued by the states or U.S. territories.

A negative change in any one of these or other areas could affect the ability of a state's municipal issuers to meet their obligations. It is important to remember that economic, budget and other conditions within a particular state can be unpredictable and can change at any time. For these reasons, an investment in each state Fund involves more risk than an investment in a fund that does not focus on municipal securities of a single state. As with state municipal securities, events in any of the territories where the Fund is invested (e.g., Puerto Rico, Guam, Mariana Islands, and the U.S. Virgin Islands) may affect the Fund's investments and its performance.

Focus

Tax-Exempt Securities

Income

Inflation risk

Prepayment

Municipal Lease Obligations

Unrated Debt Securities

Bond Insurers

Management

More detailed information about the Fund, its policies and risks and about municipal securities held by the Fund can be found in the Fund's Statement of Additional Information (SAI).

Management

JAMES CONN, CFA Senior Vice President of Advisers

Mr. Conn has been an analyst or portfolio manager of the Alabama and Maryland Funds since 1999. He joined Franklin Templeton Investments in 1996.

MICHAEL J. CONN Vice President of Advisers

Mr. Conn has been an analyst or portfolio manager of the Kentucky, Louisiana, Maryland and Virginia Funds since 2010. He joined Franklin Templeton Investments in 2001.

CARRIE HIGGINS Vice President of Advisers

Ms. Higgins has been an analyst or portfolio manager of the Kentucky, Missouri, North Carolina and Virginia Funds since 1992 and the Florida Fund since 2004. She joined Franklin Templeton Investments in 1990.

JOHN POMEROY Senior Vice President of Advisers

Mr. Pomeroy has been an analyst or portfolio manager of the Alabama, Georgia and Maryland Funds since 1989. He joined Franklin Templeton Investments in 1986.

FRANCISCO RIVERA Vice President of Advisers

Mr. Rivera has been an analyst or portfolio manager of the Georgia, Kentucky and Louisiana Funds since 1996. He joined Franklin Templeton Investments in 1994.

JOHN WILEY Senior Vice President of Advisers

Mr. Wiley has been an analyst or portfolio manager of the Louisiana Fund since 1991. He joined Franklin Templeton Investments in 1989.

STELLA S. WONG Vice President of Advisers

Ms. Wong has been an analyst or portfolio manager of the Florida, Missouri, North Carolina and Virginia Funds since their inception. She joined Franklin Templeton Investments in 1986.

The following individuals are jointly responsible for the day-to-day management of the Funds:

Alabama Fund

James Conn. Mr. Conn is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Florida Fund

Carrie Higgins. Ms. Higgins is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Georgia Fund

Francisco Rivera. Mr. Rivera has primary responsibility for the investments of the Fund. He has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

John Pomeroy. Mr. Pomeroy is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Kentucky Fund

Francisco Rivera and Michael J. Conn. Mr. Rivera and Mr. Conn are jointly responsible for the day-to-day management of the Fund. Each manager has equal authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which each manager may perform these functions, and the nature of these functions, may change from time to time.

Carrie Higgins. Ms. Higgins is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Louisiana Fund

John Wiley. Mr. Wiley is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Maryland Fund

John Pomeroy and Michael J. Conn. Mr. Pomeroy and Mr. Conn are jointly responsible for the day-to-day management of the Fund. Each manager has equal authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which each manager may perform these functions, and the nature of these functions, may change from time to time.

James Conn. Mr. Conn is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Missouri Fund

Stella S. Wong. Ms. Wong is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

North Carolina Fund

Carrie Higgins. Ms. Higgins is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Virginia Fund

Stella S. Wong and Michael J. Conn. Ms. Wong and Mr. Conn are jointly responsible for the day-to-day management of the Fund. Each manager has equal authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which each manager may perform these functions, and the nature of these functions, may change from time to time.

Carrie Higgins. Ms. Higgins is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

CFA^® and Chartered Financial Analyst^® are trademarks owned by CFA Institute.

The Fund’s SAI provides additional information about portfolio manager compensation, other accounts that they manage and their ownership of Fund shares.

MANAGEMENT FEES

(as a percentage of average monthly net assets)

Alabama Fund	0.54%
Florida Fund	0.47%
Georgia Fund	0.50%
Kentucky Fund	0.57%
Louisiana Fund	0.51%
Maryland Fund	0.49%
Missouri Fund	0.48%
North Carolina Fund	0.47%
Virginia Fund	0.48%

Distributions and Taxes

The information is provided with respect to each Fund (hereafter "the Fund").

Income and Capital Gain Distributions

Tax Considerations

Exempt-interest dividends. Most Fund distributions will consist of exempt-interest dividends that are exempt from regular federal income tax. A portion of these distributions from private activity bond interest may be subject to the federal alternative minimum tax (AMT). Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits. Exempt-interest dividends from interest earned on the municipal securities of a particular state are also generally exempt from that state's personal income tax. Because of these tax exemptions, a tax-free fund may not be a suitable investment for retirement plans or other tax-exempt investors.
Capital gains. Fund distributions of capital gains are generally subject to federal and state income tax. Fund distributions of short-term capital gains are subject to tax at ordinary rates. For federal income tax purposes, Fund distributions of long-term capital gains are taxable at the reduced long-term capital gains rates no matter how long you have owned your Fund shares. For individuals in the 10% and 15% tax brackets, the long-term capital gains tax rate is 0%. For individuals in higher tax brackets, the long-term capital gains rate is 15%. These reduced rates are presently scheduled to sunset on December 31, 2012.
Taxable income dividends. The Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. Distributions from this income, if any, are generally subject to federal and state income tax at ordinary rates. The Fund expects that none of its distributions will be qualified dividends subject to reduced rates of tax to individuals. A return-of-capital distribution is generally not taxable but will reduce the cost basis of your shares, and will result in a higher capital gain or a lower capital loss when you later sell your shares.

Financial Highlights

ALABAMA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.66	$ 11.17	$ 10.59	$ 10.84	$ 11.51
Income from investment operations:^b
Net investment income^c	0.47	0.47	0.48	0.48	0.47
Net realized and unrealized gains (losses)	1.06	-0.50	0.58	-0.26	-0.67
Total from investment operations	1.53	-0.03	1.06	0.22	-0.20
Less distributions from net investment income	-0.48	-0.48	-0.48	-0.47	-0.47
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.71	$ 10.66	$ 11.17	$ 10.59	$ 10.84
Total return^f	14.61%	-0.38%	10.14%	2.18%	-1.96%
Ratios to average net assets
Expenses	0.71%	0.71%	0.71%	0.71%	0.71%
Net investment income	4.22%	4.25%	4.37%	4.40%	4.14%
Supplemental data
Net assets, end of year (000’s)	$ 254,681	$ 226,863	$ 244,860	$ 218,937	$ 230,439
Portfolio turnover rate	5.35%	11.32%	7.80%	20.42%	16.92%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

ALABAMA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.77	$ 11.28	$ 10.69	$ 10.93	$ 11.60
Income from investment operations:^b
Net investment income^c	0.41	0.41	0.42	0.42	0.41
Net realized and unrealized gains (losses)	1.08	-0.51	0.59	-0.25	-0.68
Total from investment operations	1.49	-0.10	1.01	0.17	-0.27
Less distributions from net investment income	-0.42	-0.41	-0.42	-0.41	-0.40
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.84	$ 10.77	$ 11.28	$ 10.69	$ 10.93
Total return^f	14.04%	-0.94%	9.54%	1.59%	-2.39%
Ratios to average net assets
Expenses	1.26%	1.26%	1.26%	1.26%	1.26%
Net investment income	3.67%	3.70%	3.82%	3.85%	3.59%
Supplemental data
Net assets, end of year (000’s)	$ 54,363	$ 47,345	$ 49,828	$ 41,651	$ 38,341
Portfolio turnover rate	5.35%	11.32%	7.80%	20.42%	16.92%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

FLORIDA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.08	$ 11.45	$ 10.90	$ 11.17	$ 11.94
Income from investment operations:^b
Net investment income^c	0.52	0.53	0.53	0.53	0.53
Net realized and unrealized gains (losses)	0.81	-0.37	0.55	-0.27	-0.74
Total from investment operations	1.33	0.16	1.08	0.26	-0.21
Less distributions from:
Net investment income	-0.53	-0.53	-0.53	-0.52	-0.53
Net realized gains	—	—	—	-0.01	-0.03
Total distributions	-0.53	-0.53	-0.53	-0.53	-0.56
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.88	$ 11.08	$ 11.45	$ 10.90	$ 11.17
Total return^f	12.26%	1.38%	10.09%	2.37%	-1.83%
Ratios to average net assets
Expenses	0.62%	0.62%	0.62%	0.62%	0.61%
Net investment income	4.57%	4.62%	4.74%	4.77%	4.51%
Supplemental data
Net assets, end of year (000’s)	$ 1,022,293	$ 1,015,181	$ 1,137,684	$ 1,155,202	$ 1,279,340
Portfolio turnover rate	6.48%	11.13%	9.22%	10.74%	6.85%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

FLORIDA FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.17	$ 11.55	$ 10.99	$ 11.25	$ 12.02
Income from investment operations:^b
Net investment income^c	0.46	0.47	0.48	0.47	0.47
Net realized and unrealized gains (losses)	0.82	-0.38	0.55	-0.26	-0.75
Total from investment operations	1.28	0.09	1.03	0.21	-0.28
Less distributions from:
Net investment income	-0.47	-0.47	-0.47	-0.46	-0.46
Net realized gains	—	—	—	-0.01	-0.03
Total distributions	-0.47	-0.47	-0.47	-0.47	-0.49
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.98	$ 11.17	$ 11.55	$ 10.99	$ 11.25
Total return^f	11.66%	0.73%	9.50%	1.89%	-2.43%
Ratios to average net assets
Expenses	1.17%	1.17%	1.17%	1.17%	1.16%
Net investment income	4.02%	4.07%	4.19%	4.22%	3.96%
Supplemental data
Net assets, end of year (000’s)	$ 4,218	$ 12,059	$ 26,305	$ 36,536	$ 47,654
Portfolio turnover rate	6.48%	11.13%	9.22%	10.74%	6.85%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

FLORIDA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.25	$ 11.63	$ 11.06	$ 11.32	$ 12.09
Income from investment operations:^b
Net investment income^c	0.47	0.47	0.48	0.48	0.47
Net realized and unrealized gains (losses)	0.83	-0.38	0.56	-0.27	-0.75
Total from investment operations	1.30	0.09	1.04	0.21	-0.28
Less distributions from:
Net investment income	-0.47	-0.47	-0.47	-0.46	-0.46
Net realized gains	—	—	—	-0.01	-0.03
Total distributions	-0.47	-0.47	-0.47	-0.47	-0.49
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.08	$ 11.25	$ 11.63	$ 11.06	$ 11.32
Total return^f	11.74%	0.70%	9.53%	1.86%	-2.41%
Ratios to average net assets
Expenses	1.17%	1.17%	1.17%	1.17%	1.16%
Net investment income	4.02%	4.07%	4.19%	4.22%	3.96%
Supplemental data
Net assets, end of year (000’s)	$ 116,393	$ 112,199	$ 119,496	$ 109,884	$ 115,863
Portfolio turnover rate	6.48%	11.13%	9.22%	10.74%	6.85%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

GEORGIA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.47	$ 11.92	$ 11.24	$ 11.36	$ 12.20
Income from investment operations:^b
Net investment income^c	0.50	0.50	0.50	0.49	0.49
Net realized and unrealized gains (losses)	1.02	-0.45	0.68	-0.11	-0.84
Total from investment operations	1.52	0.05	1.18	0.38	-0.35
Less distributions from net investment income	-0.50	-0.50	-0.50	-0.50	-0.49
Redemption fees^d	—	—	—	—	—^e
Net asset value, end of year	$ 12.49	$ 11.47	$ 11.92	$ 11.24	$ 11.36
Total return^f	13.57%	0.33%	10.66%	3.38%	-2.97%
Ratios to average net assets
Expenses	0.67%	0.67%	0.68%	0.69%	0.72%
Net investment income	4.15%	4.18%	4.27%	4.33%	4.10%
Supplemental data
Net assets, end of year (000’s)	$ 425,181	$ 361,875	$ 365,223	$ 308,087	$ 253,104
Portfolio turnover rate	7.18%	9.09%	9.61%	9.61%	8.00%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

GEORGIA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year.	$ 11.60	$ 12.05	$ 11.35	$ 11.47	$ 12.31
Income from investment operations:^b
Net investment income^c	0.44	0.44	0.44	0.43	0.43
Net realized and unrealized gains (losses)	1.04	-0.46	0.69	-0.11	-0.84
Total from investment operations	1.48	-0.02	1.13	0.32	-0.41
Less distributions from net investment income	-0.44	-0.43	-0.43	-0.44	-0.43
Redemption fees^d	—	—	—	—	—^e
Net asset value, end of year	$ 12.64	$ 11.60	$ 12.05	$ 11.35	$ 11.47
Total return^f	12.99%	-0.24%	10.14%	2.78%	-3.48%
Ratios to average net assets
Expenses	1.22%	1.22%	1.23%	1.24%	1.27%
Net investment income	3.60%	3.63%	3.72%	3.78%	3.55%
Supplemental data
Net assets, end of year (000’s)	$ 129,426	$ 106,356	$ 101,641	$ 68,721	$ 52,087
Portfolio turnover rate	7.18%	9.09%	9.61%	9.61%	8.00%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

KENTUCKY FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.78	$ 11.15	$ 10.50	$ 10.57	$ 11.44
Income from investment operations:^b
Net investment income^c	0.47	0.45	0.46	0.47	0.45
Net realized and unrealized gains (losses)	0.83	-0.37	0.66	-0.08	-0.87
Total from investment operations	1.30	0.08	1.12	0.39	-0.42
Less distributions from net investment income	-0.46	-0.45	-0.47	-0.46	-0.45
Redemption fees^d	—	—	—	—	—^e
Net asset value, end of year	$ 11.62	$ 10.78	$ 11.15	$ 10.50	$ 10.57
Total return^f	12.32%	0.72%	10.85%	3.76%	-3.81%
Ratios to average net assets
Expenses before waiver and payments by affiliates	0.75%	0.74%	0.76%	0.76%	0.76%
Expensesnet of waiver and payments by affiliates	0.75%	0.74%	0.76%	0.76%	0.75%
Net investment income	4.19%	4.06%	4.25%	4.40%	4.05%
Supplemental data
Net assets, end of year (000’s)	$ 190,231	$ 182,525	$ 187,618	$ 162,043	$ 149,776
Portfolio turnover rate	17.21%	13.17%	8.41%	10.40%	9.42%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

LOUISIANA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.91	$ 11.28	$ 10.43	$ 10.74	$ 11.61
Income from investment operations:^b
Net investment income^c	0.48	0.48	0.48	0.48	0.47
Net realized and unrealized gains (losses)	0.98	-0.37	0.85	-0.32	-0.87
Total from investment operations	1.46	0.11	1.33	0.16	-0.40
Less distributions from net investment income	-0.49	-0.48	-0.48	-0.47	-0.47
Redemption fees^d	—	—	—	—	—^e
Net asset value, end of year	$ 11.88	$ 10.91	$ 11.28	$ 10.43	$ 10.74
Total return^f	13.67%	0.92%	12.99%	1.53%	-3.57%
Ratios to average net assets
Expenses	0.68%	0.68%	0.69%	0.71%	0.71%
Net investment income	4.22%	4.26%	4.40%	4.45%	4.14%
Supplemental data
Net assets, end of year (000’s)	$ 383,414	$ 323,109	$ 327,368	$ 266,905	$ 234,314
Portfolio turnover rate	7.06%	12.90%	4.45%	11.73%	11.57%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

LOUISIANA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.04	$ 11.41	$ 10.54	$ 10.85	$ 11.73
Income from investment operations:^b
Net investment income^c	0.42	0.42	0.43	0.42	0.41
Net realized and unrealized gains (losses)	1.00	-0.38	0.86	-0.32	-0.88
Total from investment operations	1.42	0.04	1.29	0.10	-0.47
Less distributions from net investment income	-0.43	-0.41	-0.42	-0.41	-0.41
Redemption fees^d	—	—	—	—	—^e
Net asset value, end of year	$ 12.03	$ 11.04	$ 11.41	$ 10.54	$ 10.85
Total return^f	13.09%	0.34%	12.44%	0.96%	-4.16%
Ratios to average net assets
Expenses	1.23%	1.23%	1.24%	1.26%	1.26%
Net investment income	3.67%	3.71%	3.85%	3.90%	3.59%
Supplemental data
Net assets, end of year (000’s)	$ 78,121	$ 64,511	$ 64,018	$ 41,646	$ 35,085
Portfolio turnover rate	7.06%	12.90%	4.45%	11.73%	11.57%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MARYLAND FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.91	$ 11.30	$ 10.35	$ 10.81	$ 11.84
Income from investment operations:^b
Net investment income^c	0.48	0.46	0.49	0.49	0.48
Net realized and unrealized gains (losses)	0.98	-0.38	0.95	-0.47	-1.03
Total from investment operations	1.46	0.08	1.44	0.02	-0.55
Less distributions from net investment income	-0.47	-0.47	-0.49	-0.48	-0.48
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.90	$ 10.91	$ 11.30	$ 10.35	$ 10.81
Total return^f	13.65%	0.61%	14.17%	0.20%	-4.80%
Ratios to average net assets
Expenses	0.65%	0.65%	0.66%	0.67%	0.67%
Net investment income	4.22%	4.06%	4.44%	4.56%	4.18%
Supplemental data
Net assets, end of year (000’s)	$ 508,123	$ 471,729	$ 511,636	$ 426,218	$ 417,427
Portfolio turnover rate	11.62%	11.99%	7.33%	8.94%	10.28%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MARYLAND FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.08	$ 11.46	$ 10.50	$ 10.95	$ 11.99
Income from investment operations:^b
Net investment income^c	0.42	0.40	0.43	0.44	0.43
Net realized and unrealized gains (losses)	1.00	-0.38	0.96	-0.47	-1.05
Total from investment operations	1.42	0.02	1.39	-0.03	-0.62
Less distributions from net investment income	-0.41	-0.40	-0.43	-0.42	-0.42
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.09	$ 11.08	$ 11.46	$ 10.50	$ 10.95
Total return^f	13.02%	0.12%	13.45%	-0.26%	-5.35%
Ratios to average net assets
Expenses	1.20%	1.20%	1.21%	1.22%	1.22%
Net investment income	3.67%	3.51%	3.89%	4.01%	3.63%
Supplemental data
Net assets, end of year (000’s)	$ 155,763	$ 143,708	$ 142,575	$ 101,328	$ 82,927
Portfolio turnover rate	11.62%	11.99%	7.33%	8.94%	10.28%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MARYLAND FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.91	$ 11.30	$ 10.69
Income from investment operations:^c
Net investment income^d	0.49	0.47	0.33
Net realized and unrealized gains (losses)	0.98	-0.38	0.61
Total from investment operations	1.47	0.09	0.94
Less distributions from net investment income	-0.48	-0.48	-0.33
Net asset value, end of year	$ 11.90	$ 10.91	$ 11.30
Total return^e	13.76%	0.71%	8.83%
Ratios to average net assets^f
Expenses	0.55%	0.55%	0.56%
Net investment income	4.32%	4.16%	4.54%
Supplemental data
Net assets, end of year (000’s)	$ 18,711	$ 6,245	$ 3,504
Portfolio turnover rate	11.62%	11.99%	7.33%

a. For the year ended February 29.

b. For the period July 1, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

MISSOURI FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.55	$ 11.98	$ 11.28	$ 11.52	$ 12.37
Income from investment operations:^b
Net investment income^c	0.50	0.50	0.51	0.52	0.51
Net realized and unrealized gains (losses)	1.07	-0.42	0.70	-0.25	-0.85
Total from investment operations	1.57	0.08	1.21	0.27	-0.34
Less distributions from net investment income	-0.51	-0.51	-0.51	-0.51	-0.51
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.61	$ 11.55	$ 11.98	$ 11.28	$ 11.52
Total return^f	13.87%	0.58%	10.93%	2.39%	-2.86%
Ratios to average net assets
Expenses	0.64%	0.64%	0.65%	0.65%	0.66%
Net investment income	4.15%	4.18%	4.37%	4.50%	4.24%
Supplemental data
Net assets, end of year (000’s)	$ 1,027,452	$ 884,732	$ 863,925	$ 691,272	$ 622,913
Portfolio turnover rate	13.08%	9.18%	5.87%	12.44%	16.11%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MISSOURI FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.64	$ 12.07	$ 11.35	$ 11.60	$ 12.45
Income from investment operations:^b
Net investment income^c	0.44	0.44	0.45	0.46	0.45
Net realized and unrealized gains (losses)	1.07	-0.43	0.72	-0.26	-0.86
Total from investment operations	1.51	0.01	1.17	0.20	-0.41
Less distributions from net investment income	-0.44	-0.44	-0.45	-0.45	-0.44
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.71	$ 11.64	$ 12.07	$ 11.35	$ 11.60
Total return^f	13.24%	0.01%	10.44%	1.81%	-3.45%
Ratios to average net assets
Expenses	1.19%	1.19%	1.20%	1.20%	1.21%
Net investment income	3.60%	3.63%	3.82%	3.95%	3.69%
Supplemental data
Net assets, end of year (000’s)	$ 174,437	$ 134,026	$ 120,256	$ 84,637	$ 71,563
Portfolio turnover rate	13.08%	9.18%	5.87%	12.44%	16.11%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MISSOURI FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.55	$ 11.98	$ 11.48
Income from investment operations:^c
Net investment income^d	0.51	0.51	0.35
Net realized and unrealized gains (losses)	1.08	-0.42	0.49
Total from investment operations	1.59	0.09	0.84
Less distributions from net investment income	-0.52	-0.52	-0.34
Net asset value, end of year	$ 12.62	$ 11.55	$ 11.98
Total return^e	14.07%	0.68%	7.37%
Ratios to average net assets^f
Expenses	0.54%	0.54%	0.55%
Net investment income	4.25%	4.28%	4.47%
Supplemental data
Net assets, end of year (000’s)	$ 67,401	$ 37,557	$ 12,860
Portfolio turnover rate	13.08%	9.18%	5.87%

a. For the year ended February 29.

b. For the period July 1, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

NORTH CAROLINA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.73	$ 12.15	$ 11.37	$ 11.46	$ 12.38
Income from investment operations:^b
Net investment income^c	0.49	0.49	0.51	0.51	0.50
Net realized and unrealized gains (losses)	1.07	-0.41	0.77	-0.11	-0.92
Total from investment operations	1.56	0.08	1.28	0.40	-0.42
Less distributions from net investment income	-0.50	-0.50	-0.50	-0.49	-0.50
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.79	$ 11.73	$ 12.15	$ 11.37	$ 11.46
Total return^f	13.57%	0.63%	11.47%	3.60%	-3.55%
Ratios to average net assets
Expenses	0.63%	0.63%	0.64%	0.64%	0.65%
Net investment income	4.04%	4.07%	4.25%	4.41%	4.11%
Supplemental data
Net assets, end of year (000’s)	$ 1,045,806	$ 925,162	$ 924,905	$ 742,759	$ 673,785
Portfolio turnover rate	6.13%	9.56%	8.85%	7.09%	12.03%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

NORTH CAROLINA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.88	$ 12.30	$ 11.49	$ 11.58	$ 12.51
Income from investment operations:^b
Net investment income^c	0.43	0.43	0.44	0.45	0.44
Net realized and unrealized gains (losses)	1.07	-0.42	0.81	-0.11	-0.94
Total from investment operations	1.50	0.01	1.25	0.34	-0.50
Less distributions from net investment income	-0.43	-0.43	-0.44	-0.43	-0.43
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.95	$ 11.88	$ 12.30	$ 11.49	$ 11.58
Total return^f	12.87%	0.06%	11.01%	2.99%	-4.13%
Ratios to average net assets
Expenses	1.18%	1.18%	1.19%	1.19%	1.20%
Net investment income	3.49%	3.52%	3.70%	3.86%	3.56%
Supplemental data
Net assets, end of year (000’s)	$ 280,136	$ 237,607	$ 224,584	$ 151,193	$ 123,593
Portfolio turnover rate	6.13%	9.56%	8.85%	7.09%	12.03%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

NORTH CAROLINA FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.73	$ 12.15	$ 11.64
Income from investment operations:^c
Net investment income^d	0.51	0.50	0.35
Net realized and unrealized gains (losses)	1.05	-0.41	0.50
Total from investment operations	1.56	0.09	0.85
Less distributions from net investment income	-0.51	-0.51	-0.34
Net asset value, end of year	$ 12.78	$ 11.73	$ 12.15
Total return^e	13.59%	0.73%	7.33%
Ratios to average net assets^f
Expenses.	0.53%	0.53%	0.54%
Net investment income	4.14%	4.17%	4.35%
Supplemental data
Net assets, end of year (000’s)	$ 63,403	$ 22,659	$ 14,704
Portfolio turnover rate	6.13%	9.56%	8.85%

a. For the year ended February 29.

b. For the period July 1, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

VIRGINIA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.18	$ 11.63	$ 10.95	$ 11.12	$ 11.85
Income from investment operations:^b
Net investment income^c	0.48	0.48	0.49	0.49	0.49
Net realized and unrealized gains (losses)	0.93	-0.45	0.68	-0.18	-0.73
Total from investment operations	1.41	0.03	1.17	0.31	-0.24
Less distributions from net investment income	-0.49	-0.48	-0.49	-0.48	-0.49
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.10	$ 11.18	$ 11.63	$ 10.95	$ 11.12
Total return^f	12.84%	0.24%	10.82%	2.80%	-2.13%
Ratios to average net assets
Expenses	0.64%	0.64%	0.65%	0.66%	0.66%
Net investment income	4.14%	4.11%	4.27%	4.42%	4.18%
Supplemental data
Net assets, end of year (000’s)	$ 705,786	$ 647,471	$ 675,934	$ 547,261	$ 494,276
Portfolio turnover rate	11.58%	16.44%	6.08%	8.75%	18.28%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

VIRGINIA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.32	$ 11.77	$ 11.08	$ 11.24	$ 11.97
Income from investment operations:^b
Net investment income^c	0.42	0.42	0.43	0.43	0.43
Net realized and unrealized gains (losses)	0.94	-0.45	0.68	-0.18	-0.74
Total from investment operations	1.36	-0.03	1.11	0.25	-0.31
Less distributions from net investment income	-0.42	-0.42	-0.42	-0.41	-0.42
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.26	$ 11.32	$ 11.77	$ 11.08	$ 11.24
Total return^f	12.25%	-0.33%	10.18%	2.30%	-2.65%
Ratios to average net assets
Expenses	1.19%	1.19%	1.20%	1.21%	1.21%
Net investment income	3.59%	3.56%	3.72%	3.87%	3.63%
Supplemental data
Net assets, end of year (000’s)	$ 143,242	$ 123,765	$ 119,921	$ 73,493	$ 60,372
Portfolio turnover rate	11.58%	16.44%	6.08%	8.75%	18.28%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

VIRGINIA FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.18	$ 11.63	$ 11.15
Income from investment operations:^c
Net investment income^d	0.49	0.49	0.33
Net realized and unrealized gains (losses)	0.93	-0.44	0.47
Total from investment operations	1.42	0.05	0.80
Less distributions from net investment income	-0.50	-0.50	-0.32
Net asset value, end of year	$ 12.10	$ 11.18	$ 11.63
Total return^e	12.95%	0.34%	7.26%
Ratios to average net assets^f
Expenses	0.54%	0.54%	0.55%
Net investment income	4.24%	4.21%	4.37%
Supplemental data
Net assets, end of year (000’s)	$ 30,166	$ 11,030	$ 7,601
Portfolio turnover rate	11.58%	16.44%	6.08%

a. For the year ended February 29.

b. For the period July 1, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

YOUR ACCOUNT

Choosing a Share Class

Class A	Class C	Advisor Class
Initial sales charge of 4.25% or less	No initial sales charge	See "Qualified Investors - Advisor Class" below
Deferred sales charge of 0.75% on purchases of $1 million or more sold within 18 months	Deferred sales charge of 1% on shares you sell within 12 months
Lower annual expenses than Class C due to lower distribution fees	Higher annual expenses than Class A due to higher distribution fees

Class A, B & C

SALES CHARGES - Class A
when you invest this amount	the sales charge makes up this % of the offering price¹	which equals this % of your net investment¹
Under $100,000	4.25	4.44
$100,000 but under $250,000	3.50	3.63
$250,000 but under $500,000	2.50	2.56
$500,000 but under $1 million	2.00	2.04

Sales Charge Reductions and Waivers

Cumulative quantity discount eligible shares are Franklin Templeton fund shares registered to (or held by a financial intermediary for):

You, individually;
Your spouse or domestic partner, as recognized by applicable state law, and your children under the age of 21 (each a "Family Member");
You jointly with one or more Family Members;
You jointly with another person(s) who is (are) not Family Members if that other person has not included the value of the shares as cumulative quantity discount eligible shares for purposes of that person’s separate investments in Franklin Templeton fund shares;
A Coverdell Education Savings account for which you or a Family Member is the identified responsible person;
A trustee/custodian of an IRA (which includes a Roth IRA and an employer sponsored IRA such as a SIMPLE IRA) or your non-ERISA covered 403(b), if the shares are registered/recorded under your or a Family Member's Social Security number;
A 529 college savings plan over which you or a Family Member has investment discretion and control;
Any entity over which you or a Family Member has (have) individual or shared authority, as principal, has investment discretion and control (for example, an UGMA/UTMA account for a child on which you or a Family Member is the custodian, a trust on which you or a Family Member is the trustee, a business account [not to include retirement plans] for your solely owned business [or the solely owned business of a Family Member] on which you or a Family Member is the authorized signer);
A trust established by you or a Family Member as grantor.

To sign up for these programs, complete the appropriate section of your account application.

Investments of $1 Million or More

Distribution and Service (12b-1) Fees

Class A has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution fees of up to 0.10% per year to those who sell and distribute Class A shares and provide other services to shareholders. Because these fees are paid out of Class A's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

SALES CHARGES - Class B
if you sell your shares within this many years after buying them	this % is deducted from your proceeds as a CDSC
1 Year	4
2 Years	4
3 Years	3
4 Years	3
5 Years	2
6 Years	1
7 Years	0

Distribution and Service (12b-1) Fees

SALES CHARGES - Class C

With Class C shares, there is no initial sales charge.

We place any investment of $1 million or more in Class A shares, since Class A's annual expenses are lower.

CDSC

Distribution and Service (12b-1) Fees

Contingent Deferred Sales Charge (CDSC) - Class A, B & C

Reinstatement Privilege

In order to take advantage of this Reinstatement Privilege, you must inform your investment representative or the Fund's transfer agent of this privilege at the time of your investment.

The proceeds from the earlier sale must also be invested within the same share class as that of the sold shares, with the following exceptions:

Class B shares will be reinvested in Class A shares
Class C shares will be reinvested in Class A shares if at the time of investment you have not appointed an investment representative (financial advisor) of record for the Fund account(s) in which the purchased shares will be held

Class B shares
Class C shares held at the time of sale in a Franklin Templeton fund account without an investment representative (financial advisor) appointed by you

This privilege does not apply to shares you buy and sell under our exchange program. Shares purchased with the proceeds from a money fund may be subject to a sales charge.

Qualified Investors - Advisor Class

The following investors or investments qualify to buy Advisor Class shares of the Fund:

Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangement between the investor and a registered broker-dealer or investment adviser, trust company or bank (referred to as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or a broker-dealer through whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. No minimum initial investment.
Governments, municipalities, and tax-exempt entities that meet the requirements for qualification under section 501 of the Internal Revenue Code when purchasing direct from the Fund. Minimum initial investment: $1 million in Advisor Class or Class Z shares of any Franklin Templeton fund.
Current and former officers, trustees, directors, full-time employees (and, in each case, their family members) of both Franklin Templeton Investments and Franklin Templeton Funds, consistent with our then-current policies. Minimum initial investment: $100 ($50 for accounts with an automatic investment plan).
Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisory agreements); and/or (2) as trustee of an inter vivos or testamentary trust.
Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets.
An individual or entity associated with a current customer of Franklin Templeton Institutional, LLC (FTI, LLC) if approved by FTI, LLC in consultation with its customer.
Unaffiliated U.S. registered mutual funds, including those that operate as "fund of funds." Minimum initial investment: $1 million in Advisor Class or Class Z shares of any Franklin Templeton fund.
Assets held in accounts under the recommendation of an investment consultant provided that (1) assets are held with a firm unaffiliated with the investment consultant’s firm; (2) the investment consultant is under a retainer or other similar fee arrangement with its clients; (3) the client is not an individual; and (4) a subsidiary of Franklin Resources, Inc. approves the investment.

Buying Shares

MINIMUM INVESTMENTS - CLASS A & C

	Initial
Regular accounts	$ 1,000
Automatic investment plans	$ 50
UGMA/UTMA accounts	$ 100
Broker-dealer sponsored wrap account programs	no minimum
Current and former full-time employees, officers, trustees and directors of Franklin Templeton entities, and their family members	$ 100

Please note that you may only buy shares of a fund eligible for sale in your state or jurisdiction.

Certain Franklin Templeton funds, like the other Funds in this Trust, offer multiple share classes not offered by the Kentucky Fund. Please note that for selling or exchanging your shares, or for other purposes, shares of the Kentucky Fund are considered Class A shares.

Account Application

Buying Shares

	Opening an account	Adding to an account
Through your investment representative	Contact your investment representative	Contact your investment representative
By Phone/Online (Up to $100,000 per shareholder per day) (800) 632-2301 franklintempleton.com Note: (1) certain account types are not available for online account access and (2) the amount may be higher for members of Franklin Templeton VIP Services^®. Please see “Franklin Templeton VIP Services^®” under “Investor Services” for more information regarding eligibility.	If you have another Franklin Templeton fund account with your bank account information on file, you may open a new identically registered account by phone. At this time, a new account may not be opened online. To make a same day investment, your phone order must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.	Before requesting a telephone or online purchase into an existing account, please make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and address and a voided check or savings account deposit slip. If the bank and Fund accounts do not have at least one common owner, your written request must be signed by all fund and bank account owners, and each individual must have his or her signature guaranteed. To make a same day investment, your phone or online order must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.
By Mail	Make your check payable to the Fund. Mail the check and your signed application to Investor Services.	Make your check payable to the Fund. Include your account number on the check. Fill out the deposit slip from your account statement. If you do not have a slip, include a note with your name, the Fund name, and your account number. Mail the check and deposit slip or note to Investor Services.
By Wire (800) 632-2301 or (650) 312-2000 collect	Call to receive a wire control number and wire instructions. Wire the funds and mail your signed application to Investor Services. Please include the wire control number or your new account number on the application. To make a same day wire investment, the wired funds must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.	Call to receive a wire control number and wire instructions. To make a same day wire investment, the wired funds must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.
By Exchange franklintempleton.com	Call Shareholder Services at (800) 632-2301, or send signed written instructions. You also may place an online exchange order. The automated telephone system cannot be used to open a new account. (Please see “Exchanging Shares” for more information on exchanges.)	Call Shareholder Services at (800) 632-2301, or send signed written instructions. You also may place an online exchange order. (Please see “Exchanging Shares” for more information on exchanges.)

Investor Services

Automatic Investment Plan

Automated Telephone System

Shareholder Services

(800) 632-2301

Advisor Services

(800) 524-4040

Distribution Options

Please indicate on your application the distribution option you have chosen, otherwise we will reinvest your distributions in the same share class of the Fund.

Telephone/Online Privileges

Systematic Withdrawal Plan

Franklin Templeton VIP Services^®

Selling Shares

You can sell your shares at any time. Please keep in mind that a contingent deferred sales charge (CDSC) may apply.

Selling Shares in Writing

you are selling more than $100,000 worth of shares
you want your proceeds paid to someone who is not a registered owner
you want to send your proceeds somewhere other than the address of record, or preauthorized bank or brokerage firm account

The amount may be higher for members of Franklin Templeton VIP Services^®. Please see “Franklin Templeton VIP Services^®” above for more information regarding eligibility.

A signature guarantee helps protect your account against fraud. You can obtain a signature guarantee at most banks and securities dealers.

A notary public CANNOT provide a signature guarantee.

Selling Recently Purchased Shares

If you sell shares recently purchased, we may delay sending you the proceeds until your check, draft or wire/electronic funds transfer has cleared, which may take seven business days.

Redemption Proceeds

Your redemption check will be sent within seven days after we receive your request in proper form. We are not able to receive or pay out cash in the form of currency.

Selling Shares

To sell some or all of your shares

Through your investment representative

Contact your investment representative

By Mail

Send written instructions and endorsed share certificates (if you hold share certificates) to Investor Services. Corporate, partnership or trust accounts may need to send additional documents.

A check will be mailed to the name(s) and address on the account, or otherwise according to your written instructions.

By Phone/Online(800) 632-2301
franklintempleton.com

By Electronic Funds Transfer (ACH)

You can call, write, or visit us online to have redemption proceeds sent to a bank account. See the policies at left for selling shares by mail, phone, or online.

If we receive your request in proper form by 1:00 p.m. Pacific time, proceeds sent by ACH generally will be available within two to three business days.

By Exchange

Obtain a current prospectus for the fund you are considering. Prospectuses are available online at franklintempleton.com.

Call Shareholder Services at the number below or send signed written instructions. You also may place an exchange order online. See the policies at left for selling shares by mail, phone, or online.

If you hold share certificates, you will need to return them to the Fund before your exchange can be processed.

Franklin Templeton Investor Services
P.O. Box 997151, Sacramento, CA 95899-7151
Call toll-free: (800) 632-2301
(Monday through Friday 5:30 a.m. to 5:00 p.m., Pacific time)
or visit us online 24 hours a day, 7 days a week, at franklintempleton.com

Exchanging Shares

Exchange Privilege

Class A, B & C

You can exchange shares between most Franklin Templeton funds within the same class,* generally without paying any additional sales charges. If you exchange shares from a money fund and those shares were not charged a sales charge previously, however, a sales charge may apply.

Advisor Class

All Classes

The remainder of the “Exchanging Shares” section applies to all classes.

Generally exchanges may only be made between identically registered accounts, unless you send written instructions with a signature guarantee.

Frequent Trading Policy

The Fund's board of trustees has adopted the following policies and procedures with respect to frequent trading in Fund shares (Frequent Trading Policy).

Account Policies

Calculating Share Price

Class A, B & C

When you sell shares, you receive the NAV minus any applicable CDSC.

All Classes

Requests to buy and sell shares are processed at the NAV next calculated after we or an approved financial intermediary receive your request in proper form.

Fair Valuation – Individual Securities

Security Valuation – Municipal Securities – Matrix Pricing (Fair Valuation)

Accounts with Low Balances

Statements, Reports and Prospectuses

If you choose, you may receive your statements, financial reports and prospectuses through electronic delivery (please see "Investor Services - Telephone/Online Privileges").

Investment Representative Account Access

Street or Nominee Accounts

Joint Accounts

Joint Account Risk with Telephone/Online Privileges

Exchange shares from a jointly registered Fund account requiring all registered owner signatures into an identically registered money fund account that only requires one registered owner’s signature to redeem shares;
Redeem Fund shares and direct the redemption proceeds to a bank account that may or may not be owned by you and, if owned by you jointly with someone else, only requires one person to withdraw funds by check or otherwise;
Add/Change the bank account to which Fund share redemption proceeds may be sent, which bank account may not be owned by you;
Purchase Fund shares by debiting a bank account that may be owned by you; and
Add/Change the bank account that may be debited for Fund share purchases, which new account may be owned by you.

Additional Policies

Please note that the Fund maintains additional policies and reserves certain rights, including:

The Fund may restrict, reject or cancel any purchase orders, including an exchange request.
The Fund may modify, suspend, or terminate telephone/online privileges at any time.
The Fund may make material changes to or discontinue the exchange privilege on 60 days' notice or as otherwise provided by law.
The Fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.
Normally, redemptions are processed by the next business day, but may take up to seven days to be processed if making immediate payment would adversely affect the Fund.
In unusual circumstances, we may temporarily suspend redemptions or postpone the payment of proceeds, as allowed by federal securities laws.
For redemptions over a certain amount, the Fund may pay redemption proceeds in securities or other assets rather than cash if the investment manager determines it is in the best interest of the Fund, consistent with applicable law.
You may only buy shares of a fund (including the purchase side of an exchange) eligible for sale in your state or jurisdiction.
To permit investors to obtain the current price, dealers are responsible for transmitting all orders to the Fund promptly.

Dealer Compensation

Class A, B & C

	Class A	Class B	Class C
Commission (%)	—	—	1.00¹
Investment under $100,000	4.00	—	—
$100,000 but under $250,000	2.80	—	—
$250,000 but under $500,000	2.00	—	—
$500,000 but under $1 million	1.60	—	—
$1 million or more	up to 0.75²	—	—
12b-1 fee to dealer	0.10²	0.15³	0.65⁴

1. Commission includes advance of the first year's 0.15% 12b-1 service fee. Distributors may pay a prepaid commission.

3. After eight years, Class B shares convert to Class A shares and dealers may then receive the 12b-1 fee applicable to Class A.

Questions

Department Name	Telephone Number	Hours (Pacific time, Monday through Friday)
Shareholder Services	(800) 632-2301	5:30 a.m. to 5:00 p.m.
Fund Information	(800) DIAL BEN (800) 342-5236	5:30 a.m. to 5:00 p.m.
Retirement Services	(800) 527-2020	5:30 a.m. to 5:00 p.m.
Advisor Services	(800) 524-4040	5:30 a.m. to 5:00 p.m.
Hearing Impaired Assistance	For hearing impaired assistance, please contact us via a Relay Service.
Automated Telephone System	(800) 632-2301 (800) 524-4040 (800) 527-2020	(around-the-clock access)

FOR MORE INFORMATION

You can learn more about the Fund in the following documents:

Annual/Semiannual Report to Shareholders

Statement of Additional Information (SAI)

Contains more information about the Fund, its investments and policies. It is incorporated by reference (is legally a part of this prospectus).

	One Franklin Parkway, San Mateo, CA 94403-1906 (800) DIAL BEN^®/342-5236 franklintempleton.com For hearing impaired assistance, please contact us via a Relay Service.

	Investment Company Act file #811-04149
	© 2012 Franklin Templeton Investments. All rights reserved.
2239	TF2 P 07/12

July 1, 2012
The SEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Class A	Class B	Class C	Advisor Class
Franklin Arizona Tax-Free Income Fund	FTAZX	FBAZX	FAZIX	FAZZX
Franklin Colorado Tax-Free Income Fund	FRCOX	—	FCOIX	FCOZX
Franklin Connecticut Tax-Free Income Fund	FXCTX	—	FCTIX	FCNZX
Franklin Michigan Tax-Free Income Fund	FTTMX	FBMIX	FRMTX	FMTFX
Franklin Minnesota Tax-Free Income Fund	FMINX	—	FMNIX	FMNZX
Franklin Ohio Tax-Free Income Fund	FTOIX	FBOIX	FOITX	FROZX
Franklin Oregon Tax-Free Income Fund	FRORX	—	FORIX	FOFZX
Franklin Pennsylvania Tax-Free Income Fund	FRPAX	FBPTX	FRPTX	FPFZX

PROSPECTUS

Franklin
Tax-Free Trust


TF3

		Contents

		FUND SUMMARIES
INFORMATION ABOUT THE FUND YOU SHOULD KNOW BEFORE INVESTING		Franklin Arizona Tax-Free Income Fund Franklin Colorado Tax-Free Income Fund Franklin Connecticut Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund Franklin Minnesota Tax-Free Income Fund Franklin Ohio Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund Franklin Pennsylvania Tax-Free Income Fund

		FUND DETAILS
MORE INFORMATION ON INVESTMENT POLICIES, PRACTICES AND RISKS/FINANCIAL HIGHLIGHTS		Investment Goal Principal Investment Policies and Practices Principal Risks Management Distributions and Taxes Financial Highlights

		YOUR ACCOUNT
INFORMATION ABOUT SALES CHARGES, QUALIFIED INVESTORS, ACCOUNT TRANSACTIONS AND SERVICES		Choosing a Share Class Buying Shares Investor Services Selling Shares Exchanging Shares Account Policies Questions

		FOR MORE INFORMATION
WHERE TO LEARN MORE ABOUT THE FUND		Back Cover

FUND SUMMARIES

Franklin Arizona Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of Arizona as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%	None

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C	Advisor Class
Management fees	0.48%	0.48%	0.48%	0.48%
Distribution and service (12b-1) fees	0.10%	0.65%	0.65%	None
Other expenses	0.06%	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.64%	1.19%	1.19%	0.54%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 488	$ 621	$ 767	$ 1,189
Class B	$ 521	$ 678	$ 854	$ 1,290
Class C	$ 221	$ 378	$ 654	$ 1,443
Advisor Class	$ 55	$ 173	$ 302	$ 677
If you do not sell your shares:
Class B	$ 121	$ 378	$ 654	$ 1,290
Class C	$ 121	$ 378	$ 654	$ 1,443

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Arizona. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Arizona and U.S. Territories Because the Fund invests predominantly in Arizona municipal securities, events in Arizona are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Arizona. As with Arizona municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.37%
Worst Quarter:	Q4'10	-5.53%
As of March 31, 2012, the Fund's year-to-date return was 3.14%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Arizona Tax-Free Income Fund - Class A
Return Before Taxes	6.10%	3.42%	4.55%
Return After Taxes on Distributions	6.10%	3.42%	4.55%
Return After Taxes on Distributions and Sale of Fund Shares	5.53%	3.54%	4.54%
Franklin Arizona Tax-Free Income Fund - Class B	6.15%	3.40%	4.55%
Franklin Arizona Tax-Free Income Fund - Class C	9.27%	3.77%	4.44%
Franklin Arizona Tax-Free Income Fund - Advisor Class	10.89%	4.42%	5.05%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 1, 2008.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

FRANCISCO RIVERA Vice President of Advisers and portfolio manager of the Fund since 1996.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Arizona. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Colorado Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of Colorado as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.49%	0.49%	0.49%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.65%	1.20%	0.55%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 489	$ 624	$ 772	$ 1,201
Class C	$ 222	$ 381	$ 660	$ 1,455
Advisor Class	$ 56	$ 176	$ 307	$ 689
If you do not sell your shares:
Class C	$ 122	$ 381	$ 660	$ 1,455

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Colorado. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Colorado and U.S. Territories Because the Fund invests predominantly in Colorado municipal securities, events in Colorado are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Colorado. As with Colorado municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.85%
Worst Quarter:	Q4'10	-6.31%
As of March 31, 2012, the Fund's year-to-date return was 3.06%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Colorado Tax-Free Income Fund - Class A
Return Before Taxes	7.33%	3.41%	4.43%
Return After Taxes on Distributions	7.33%	3.41%	4.43%
Return After Taxes on Distributions and Sale of Fund Shares	6.33%	3.52%	4.43%
Franklin Colorado Tax-Free Income Fund - Class C	10.54%	3.75%	4.31%
Franklin Colorado Tax-Free Income Fund - Advisor Class	12.17%	4.35%	4.90%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 15, 2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 1992.

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1987).

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Colorado. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Connecticut Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of Connecticut as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.50%	0.50%	0.50%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.07%	0.07%	0.07%
Total annual Fund operating expenses	0.67%	1.22%	0.57%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 491	$ 630	$ 782	$ 1,224
Class C	$ 224	$ 387	$ 670	$ 1,477
Advisor Class	$ 58	$ 183	$ 318	$ 714
If you do not sell your shares:
Class C	$ 124	$ 387	$ 670	$ 1,477

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Connecticut. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Connecticut and U.S. Territories Because the Fund invests predominantly in Connecticut municipal securities, events in Connecticut are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Connecticut. As with Connecticut municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	7.38%
Worst Quarter:	Q4'10	-4.92%
As of March 31, 2012, the Fund's year-to-date return was 2.19%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Connecticut Tax-Free Income Fund - Class A
Return Before Taxes	5.60%	3.49%	4.43%
Return After Taxes on Distributions	5.60%	3.49%	4.43%
Return After Taxes on Distributions and Sale of Fund Shares	5.10%	3.57%	4.41%
Franklin Connecticut Tax-Free Income Fund - Class C	8.76%	3.81%	4.31%
Franklin Connecticut Tax-Free Income Fund - Advisor Class	10.43%	4.42%	4.90%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 15, 2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1987).

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Connecticut. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Michigan Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%	None

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C	Advisor Class
Management fees	0.47%	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.65%	0.65%	None
Other expenses	0.06%	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.63%	1.18%	1.18%	0.53%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 487	$ 618	$ 761	$ 1,178
Class B	$ 520	$ 675	$ 849	$ 1,279
Class C	$ 220	$ 375	$ 649	$ 1,432
Advisor Class	$ 54	$ 170	$ 296	$ 665
If you do not sell your shares:
Class B	$ 120	$ 375	$ 649	$ 1,279
Class C	$ 120	$ 375	$ 649	$ 1,432

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Michigan. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Recent market conditions have led to a consolidation among municipal bond insurers that may lead to a concentration of insurance company credit risk among fewer insurers.

Michigan and U.S. Territories Because the Fund invests predominantly in Michigan municipal securities, events in Michigan are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Michigan. As with Michigan municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	6.04%
Worst Quarter:	Q4'10	-4.94%
As of March 31, 2012, the Fund's year-to-date return was 1.79%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Michigan Tax-Free Income Fund - Class A
Return Before Taxes	5.18%	3.31%	4.23%
Return After Taxes on Distributions	5.18%	3.30%	4.20%
Return After Taxes on Distributions and Sale of Fund Shares	4.85%	3.43%	4.24%
Franklin Michigan Tax-Free Income Fund - Class B	5.33%	3.29%	4.22%
Franklin Michigan Tax-Free Income Fund - Class C	8.24%	3.63%	4.11%
Franklin Michigan Tax-Free Income Fund - Advisor Class	10.04%	4.33%	4.74%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 1, 2008.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Michigan. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Minnesota Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.48%	0.48%	0.48%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.07%	0.07%	0.07%
Total annual Fund operating expenses	0.65%	1.20%	0.55%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 489	$ 624	$ 772	$ 1,201
Class C	$ 222	$ 381	$ 660	$ 1,455
Advisor Class	$ 56	$ 176	$ 307	$ 689
If you do not sell your shares:
Class C	$ 122	$ 381	$ 660	$ 1,455

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Minnesota. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Recent market conditions have led to a consolidation among municipal bond insurers that may lead to a concentration of insurance company credit risk among fewer insurers.

Minnesota and U.S. Territories Because the Fund invests predominantly in Minnesota municipal securities, events in Minnesota are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Minnesota. As with Minnesota municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	4.87%
Worst Quarter:	Q4'10	-4.71%
As of March 31, 2012, the Fund's year-to-date return was 1.21%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Minnesota Tax-Free Income Fund - Class A
Return Before Taxes	6.24%	3.97%	4.48%
Return After Taxes on Distributions	6.24%	3.97%	4.48%
Return After Taxes on Distributions and Sale of Fund Shares	5.37%	3.95%	4.43%
Franklin Minnesota Tax-Free Income Fund - Class C	9.31%	4.30%	4.36%
Franklin Minnesota Tax-Free Income Fund - Advisor Class	11.03%	4.93%	4.96%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 1, 2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Minnesota. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Ohio Tax-Free Income Fund

Investment Goal

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%	None

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C	Advisor Class
Management fees	0.47%	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.65%	0.65%	None
Other expenses	0.06%	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.63%	1.18%	1.18%	0.53%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 487	$ 618	$ 761	$ 1,178
Class B	$ 520	$ 675	$ 849	$ 1,279
Class C	$ 220	$ 375	$ 649	$ 1,432
Advisor Class	$ 54	$ 170	$ 296	$ 665
If you do not sell your shares:
Class B	$ 120	$ 375	$ 649	$ 1,279
Class C	$ 120	$ 375	$ 649	$ 1,432

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its total assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Ohio. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's total assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Recent market conditions have led to a consolidation among municipal bond insurers that may lead to a concentration of insurance company credit risk among fewer insurers.

Ohio and U.S. Territories Because the Fund invests predominantly in Ohio municipal securities, events in Ohio are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Ohio. As with Ohio municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	4.91%
Worst Quarter:	Q4'10	-5.38%
As of March 31, 2012, the Fund's year-to-date return was 2.00%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Ohio Tax-Free Income Fund - Class A
Return Before Taxes	6.06%	3.46%	4.34%
Return After Taxes on Distributions	6.07%	3.46%	4.34%
Return After Taxes on Distributions and Sale of Fund Shares	5.40%	3.53%	4.33%
Franklin Ohio Tax-Free Income Fund - Class B	6.15%	3.43%	4.34%
Franklin Ohio Tax-Free Income Fund - Class C	9.15%	3.81%	4.23%
Franklin Ohio Tax-Free Income Fund - Advisor Class	10.79%	4.43%	4.83%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 1, 2008.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

JAMES CONN, CFA Senior Vice President of Advisers and portfolio manager of the Fund since 1999.

JOHN POMEROY Senior Vice President of Advisers and portfolio manager of the Fund since 1989.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Ohio. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Oregon Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of Oregon as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	1.00%	None

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C	Advisor Class
Management fees	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.65%	None
Other expenses	0.06%	0.06%	0.06%
Total annual Fund operating expenses	0.63%	1.18%	0.53%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 487	$ 618	$ 761	$ 1,178
Class C	$ 220	$ 375	$ 649	$ 1,432
Advisor Class	$ 54	$ 170	$ 296	$ 665
If you do not sell your shares:
Class C	$ 120	$ 375	$ 649	$ 1,432

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Oregon. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Oregon and U.S. Territories Because the Fund invests predominantly in Oregon municipal securities, events in Oregon are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Oregon. As with Oregon municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	6.85%
Worst Quarter:	Q4'10	-4.95%
As of March 31, 2012, the Fund's year-to-date return was 2.05%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Oregon Tax-Free Income Fund - Class A
Return Before Taxes	6.28%	3.95%	4.75%
Return After Taxes on Distributions	6.28%	3.96%	4.75%
Return After Taxes on Distributions and Sale of Fund Shares	5.59%	3.97%	4.69%
Franklin Oregon Tax-Free Income Fund - Class C	9.47%	4.29%	4.63%
Franklin Oregon Tax-Free Income Fund - Advisor Class	11.20%	4.93%	5.23%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 15, 2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

CHRISTOPHER SPERRY, CFA Vice President of Advisers and portfolio manager of the Fund since 2000.

JOHN WILEY Senior Vice President of Advisers and portfolio manager of the Fund since 1991.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Oregon. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

Franklin Pennsylvania Tax-Free Income Fund

Investment Goal

To provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of Pennsylvania as is consistent with prudent investment management and the preservation of shareholders’ capital.

Fees and Expenses of the Fund

These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts in Class A if you and your family invest, or agree to invest in the future, at least $100,000 in Franklin Templeton funds. More information about these and other discounts is available from your financial professional and under “Your Account” on page 101 in the Fund's Prospectus and under “Buying and Selling Shares” on page 41 of the Fund’s Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

	Class A	Class B¹	Class C	Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds)	None	4.00%	1.00%	None

1. New or additional investments into Class B are no longer permitted.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C	Advisor Class
Management fees	0.47%	0.47%	0.47%	0.47%
Distribution and service (12b-1) fees	0.10%	0.65%	0.65%	None
Other expenses	0.07%	0.07%	0.07%	0.07%
Total annual Fund operating expenses	0.64%	1.19%	1.19%	0.54%

Example

	1 Year	3 Years	5 Years	10 Years
Class A	$ 488	$ 621	$ 767	$ 1,189
Class B	$ 521	$ 678	$ 854	$ 1,290
Class C	$ 221	$ 378	$ 654	$ 1,443
Advisor Class	$ 55	$ 173	$ 302	$ 677
If you do not sell your shares:
Class B	$ 121	$ 378	$ 654	$ 1,290
Class C	$ 121	$ 378	$ 654	$ 1,443

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. In addition, under normal market conditions, the Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of Pennsylvania. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Principal Risks

Pennsylvania and U.S. Territories Because the Fund invests predominantly in Pennsylvania municipal securities, events in Pennsylvania are likely to affect the Fund's investments and its performance. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of Pennsylvania. As with Pennsylvania municipal securities, events in any of the territories where the Fund is invested may affect the Fund's investments and its performance.

Performance

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

CLASS A ANNUAL TOTAL RETURNS

Best Quarter:	Q3'09	6.95%
Worst Quarter:	Q3'08	-5.43%
As of March 31, 2012, the Fund's year-to-date return was 2.18%.

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2011

	1 Year	5 Years	10 Years
Franklin Pennsylvania Tax-Free Income Fund - Class A
Return Before Taxes	6.90%	3.81%	4.56%
Return After Taxes on Distributions	6.90%	3.81%	4.56%
Return After Taxes on Distributions and Sale of Fund Shares	6.02%	3.86%	4.54%
Franklin Pennsylvania Tax-Free Income Fund - Class B	6.92%	3.76%	4.56%
Franklin Pennsylvania Tax-Free Income Fund - Class C	9.94%	4.11%	4.45%
Franklin Pennsylvania Tax-Free Income Fund - Advisor Class	11.64%	4.76%	5.05%¹
Barclays Capital Municipal Bond Index (index reflects no deduction for fees, expenses or taxes)	10.70%	5.22%	5.38%

1. Since inception July 15, 2009.

Investment Manager

Franklin Advisers, Inc. (Advisers)

Portfolio Managers

STELLA S. WONG Vice President of Advisers and portfolio manager of the Fund since inception (1986).

CARRIE HIGGINS Vice President of Advisers and portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

Taxes

The Fund's distributions are primarily exempt from regular federal and state income tax for residents of Pennsylvania. A portion of these distributions, however, may be subject to federal alternative minimum tax. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.

Payments to Broker-Dealers and
Other Financial Intermediaries

FUND DETAILS

Investment Goal

Each of the Michigan Fund’s, Minnesota Fund’s and Ohio Fund’s investment goal is to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders’ capital. Each such Fund also tries to provide a maximum level of income exempt from personal income taxes, if any, for resident shareholders of that Fund’s state.

Each of the Arizona Fund's, Colorado Fund's, Connecticut Fund's, Oregon Fund's and Pennsylvania Fund's investment goal is to provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of that Fund's state as is consistent with prudent investment management and the preservation of shareholders' capital.

Principal Investment Policies and Practices

Under normal market conditions, each Fund (hereafter "the Fund") invests at least 80% of its assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. The Fund applies this test to its net assets except for the Michigan Fund, Minnesota Fund and Ohio Fund, each of which applies this test to its total assets. In addition, under normal market conditions, each Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of that Fund's state. Although the Fund tries to invest all of its assets in tax-free securities, it is possible that up to 20% of the Fund's net assets (or total assets with respect to the Michigan Fund, Minnesota Fund and Ohio Fund) may be in securities that pay interest that may be subject to the federal alternative minimum tax and, although not anticipated, in securities that pay taxable interest.

The Fund only buys municipal securities rated in one of the top four ratings categories by one or more U.S. nationally recognized rating services (or comparable unrated or short-term rated securities). This limitation generally is applied at the time of purchase and a downgrade of a particular security below one of the top four ratings categories will not automatically cause the Fund to sell the security. The investment manager will, however, take such downgrade into account when analyzing the portfolio.

Because of each of the Michigan Fund’s, Minnesota Fund’s and Ohio Fund’s historical investment policy of investing in insured municipal securities, each such Fund's portfolio may consist to a large extent of insured municipal securities.

The Fund also may invest up to 35% of its total assets in municipal securities issued by U.S. territories.

Temporary Investments

Principal Risks

Interest Rate

Market

Credit

State and U.S. Territories

A negative change in any one of these or other areas could affect the ability of a state's municipal issuers to meet their obligations. It is important to remember that economic, budget and other conditions within a particular state can be unpredictable and can change at any time. For these reasons, an investment in each state Fund involves more risk than an investment in a fund that does not focus on municipal securities of a single state. As with state municipal securities, events in any of the territories where the Fund is invested (e.g., Puerto Rico, Guam, Mariana Islands, and the U.S. Virgin Islands) may affect the Fund's investments and its performance.

Focus

Tax-Exempt Securities

Income

Inflation risk

Prepayment

Municipal Lease Obligations

Unrated Debt Securities

Bond Insurers

Management

More detailed information about the Fund, its policies and risks and about municipal securities held by the Fund can be found in the Fund's Statement of Additional Information (SAI).

Management

JAMES CONN, CFA Senior Vice President of Advisers

Mr. Conn has been an analyst or portfolio manager of the Michigan, Minnesota and Ohio Funds since 1999. He joined Franklin Templeton Investments in 1996.

CARRIE HIGGINS Vice President of Advisers

Ms. Higgins has been an analyst or portfolio manager of the Arizona and Colorado Funds since 1992 and the Connecticut and Pennsylvania Funds since 2004. She joined Franklin Templeton Investments in 1990.

JOHN POMEROY Senior Vice President of Advisers

Mr. Pomeroy has been an analyst or portfolio manager of the Michigan, Minnesota and Ohio Funds since 1989. He joined Franklin Templeton Investments in 1986.

FRANCISCO RIVERA Vice President of Advisers

Mr. Rivera has been an analyst or portfolio manager of the Arizona Fund since 1996. He joined Franklin Templeton Investments in 1994.

CHRISTOPHER SPERRY, CFA Vice President of Advisers

Mr. Sperry has been an analyst or portfolio manager of the Oregon Fund since 2000. He joined Franklin Templeton Investments in 1996.

JOHN WILEY Senior Vice President of Advisers

Mr. Wiley has been an analyst or portfolio manager of the Oregon Fund since 1991. He joined Franklin Templeton Investments in 1989.

STELLA S. WONG Vice President of Advisers

Ms. Wong has been an analyst or portfolio manager of the Colorado, Connecticut and Pennsylvania Funds since their inception. She joined Franklin Templeton Investments in 1986.

The following individuals are jointly responsible for the day-to-day management of the Funds:

Arizona Fund

Francisco Rivera. Mr. Rivera is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Colorado Fund

Stella S. Wong. Ms. Wong is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Connecticut Fund

Carrie Higgins. Ms. Higgins is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Michigan Fund

James Conn. Mr. Conn is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Minnesota Fund

John Pomeroy. Mr. Pomeroy is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Ohio Fund

John Pomeroy. Mr. Pomeroy is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Oregon Fund

Christopher Sperry. Mr. Sperry has primary responsibility for the investments of the Fund. He has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

John Wiley. Mr. Wiley is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

Pennsylvania Fund

Carrie Higgins. Ms. Higgins is a portfolio manager of the Fund, providing research and advice on the purchases and sales of individual securities and portfolio risk assessment.

CFA^® and Chartered Financial Analyst^® are trademarks owned by CFA Institute.

The Fund’s SAI provides additional information about portfolio manager compensation, other accounts that they manage and their ownership of Fund shares.

MANAGEMENT FEES

(as a percentage of average monthly net assets)

Arizona Fund	0.48%
Colorado Fund	0.49%
Connecticut Fund	0.50%
Michigan Fund	0.47%
Minnesota Fund	0.48%
Ohio Fund	0.47%
Oregon Fund	0.47%
Pennsylvania Fund	0.47%

Distributions and Taxes

The information is provided with respect to each Fund (hereafter "the Fund").

Income and Capital Gain Distributions

Tax Considerations

Exempt-interest dividends. Most Fund distributions will consist of exempt-interest dividends that are exempt from regular federal income tax. A portion of these distributions from private activity bond interest may be subject to the federal alternative minimum tax (AMT). Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits. Exempt-interest dividends from interest earned on the municipal securities of a particular state are also generally exempt from that state's personal income tax. Because of these tax exemptions, a tax-free fund may not be a suitable investment for retirement plans or other tax-exempt investors.

Capital gains. Fund distributions of capital gains are generally subject to federal and state income tax. Fund distributions of short-term capital gains are subject to tax at ordinary rates. For federal income tax purposes, Fund distributions of long-term capital gains are taxable at the reduced long-term capital gains rates no matter how long you have owned your Fund shares. For individuals in the 10% and 15% tax brackets, the long-term capital gains tax rate is 0%. For individuals in higher tax brackets, the long-term capital gains rate is 15%. These reduced rates are presently scheduled to sunset on December 31, 2012.
Taxable income dividends. The Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. Distributions from this income, if any, are generally subject to federal and state income tax at ordinary rates. The Fund expects that none of its distributions will be qualified dividends subject to reduced rates of tax to individuals. A return-of-capital distribution is generally not taxable but will reduce the cost basis of your shares, and will result in a higher capital gain or a lower capital loss when you later sell your shares.

Financial Highlights

ARIZONA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.30	$ 10.78	$ 10.18	$ 10.30	$ 11.16
Income from investment operations:^b
Net investment income^c	0.47	0.47	0.48	0.47	0.47
Net realized and unrealized gains (losses)	0.99	-0.47	0.60	-0.12	-0.86
Total from investment operations	1.46	—	1.08	0.35	-0.39
Less distributions from net investment income	-0.48	-0.48	-0.48	-0.47	-0.47
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.28	$ 10.30	$ 10.78	$ 10.18	$ 10.30
Total return^f	14.44%	-0.09%	10.84%	3.42%	-3.62%
Ratios to average net assets
Expenses	0.64%	0.62%	0.63%	0.62%	0.63%
Net investment income	4.40%	4.40%	4.55%	4.61%	4.29%
Supplemental data
Net assets, end of year (000’s)	$ 920,194	$ 844,627	$ 982,080	$ 920,248	$ 914,411
Portfolio turnover rate	13.19%	13.61%	8.37%	21.01%	16.53%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

ARIZONA FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.37	$ 10.85	$ 10.24	$ 10.36	$ 11.22
Income from investment operations:^b
Net investment income^c	0.42	0.42	0.43	0.42	0.41
Net realized and unrealized gains (losses)	0.98	-0.48	0.61	-0.13	-0.86
Total from investment operations	1.40	-0.06	1.04	0.29	-0.45
Less distributions from net investment income	-0.42	-0.42	-0.43	-0.41	-0.41
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.35	$ 10.37	$ 10.85	$ 10.24	$ 10.36
Total return^f	13.74%	-0.64%	10.28%	2.84%	-4.12%
Ratios to average net assets
Expenses	1.19%	1.17%	1.17%	1.17%	1.18%
Net investment income	3.85%	3.85%	4.01%	4.06%	3.74%
Supplemental data
Net assets, end of year (000’s)	$ 1,644	$ 4,645	$ 8,833	$ 14,276	$ 17,854
Portfolio turnover rate	13.19%	13.61%	8.37%	21.01%	16.53%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

ARIZONA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.44	$ 10.91	$ 10.29	$ 10.41	$ 11.27
Income from investment operations:^b
Net investment income^c	0.42	0.42	0.43	0.42	0.41
Net realized and unrealized gains (losses)	0.99	-0.47	0.62	-0.13	-0.86
Total from investment operations	1.41	-0.05	1.05	0.29	-0.45
Less distributions from net investment income	-0.42	-0.42	-0.43	-0.41	-0.41
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.43	$ 10.44	$ 10.91	$ 10.29	$ 10.41
Total return^f	13.74%	-0.56%	10.32%	2.82%	-4.11%
Ratios to average net assets
Expenses	1.19%	1.17%	1.18%	1.17%	1.18%
Net investment income	3.85%	3.85%	4.00%	4.06%	3.74%
Supplemental data
Net assets, end of year (000’s)	$ 118,448	$ 99,856	$ 109,679	$ 78,805	$ 64,441
Portfolio turnover rate	13.19%	13.61%	8.37%	21.01%	16.53%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

ARIZONA FUND - ADVISOR CLASS		Year Ended February 28,
	2012^a	2011	2010	2009^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.32	$ 10.80	$ 10.18	$ 10.64
Income from investment operations:^c
Net investment income^d	0.48	0.49	0.50	0.33
Net realized and unrealized gains (losses)	0.99	-0.48	0.62	-0.47
Total from investment operations	1.47	0.01	1.12	-0.14
Less distributions from net investment income	-0.49	-0.49	-0.50	-0.32
Redemption fees^e	—	—	—	—^f
Net asset value, end of year	$ 11.30	$ 10.32	$ 10.80	$ 10.18
Total return^g	14.52%	0.02%	11.15%	-1.28%
Ratios to average net assets^h
Expenses	0.54%	0.52%	0.53%	0.52%
Net investment income	4.50%	4.50%	4.65%	4.71%
Supplemental data
Net assets, end of year (000’s)	$ 20,862	$ 5,697	$ 4,530	$ 5
Portfolio turnover rate	13.19%	13.61%	8.37%	21.01%

a. For the year ended February 29.

b. For the period July 1, 2008 (effective date) to February 28, 2009.

d. Based on average daily shares outstanding.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Amount rounds to less than $0.01 per share.

g. Total return is not annualized for periods less than one year.

h. Ratios are annualized for periods less than one year.

COLORADO FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.09	$ 11.65	$ 10.79	$ 11.14	$ 12.10
Income from investment operations:^b
Net investment income^c	0.51	0.51	0.51	0.51	0.51
Net realized and unrealized gains (losses)	1.15	-0.56	0.87	-0.35	-0.97
Total from investment operations	1.66	-0.05	1.38	0.16	-0.46
Less distributions from net investment income	-0.51	-0.51	-0.52	-0.51	-0.50
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.24	$ 11.09	$ 11.65	$ 10.79	$ 11.14
Total return^f	15.33%	-0.55%	12.97%	1.43%	-3.94%
Ratios to average net assets
Expenses	0.65%	0.65%	0.66%	0.66%	0.67%
Net investment income	4.37%	4.35%	4.49%	4.62%	4.27%
Supplemental data
Net assets, end of year (000’s)	$ 583,088	$ 530,056	$ 565,222	$ 465,136	$ 444,475
Portfolio turnover rate	8.14%	22.47%	9.78%	11.01%	22.57%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

COLORADO FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.20	$ 11.76	$ 10.88	$ 11.22	$ 12.19
Income from investment operations:^b
Net investment income^c	0.45	0.44	0.45	0.46	0.44
Net realized and unrealized gains (losses)	1.16	-0.56	0.88	-0.35	-0.97
Total from investment operations	1.61	-0.12	1.33	0.11	-0.53
Less distributions from net investment income	-0.45	-0.44	-0.45	-0.45	-0.44
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.36	$ 11.20	$ 11.76	$ 10.88	$ 11.22
Total return^f	14.66%	-1.11%	12.43%	0.94%	-4.52%
Ratios to average net assets
Expenses	1.20%	1.20%	1.21%	1.21%	1.22%
Net investment income	3.82%	3.80%	3.94%	4.07%	3.72%
Supplemental data
Net assets, end of year (000’s)	$ 126,094	$ 106,536	$ 118,648	$ 69,302	$ 56,146
Portfolio turnover rate	8.14%	22.47%	9.78%	11.01%	22.57%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

COLORADO FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.09	$ 11.65	$ 11.22
Income from investment operations:^c
Net investment income^d	0.52	0.52	0.33
Net realized and unrealized gains (losses)	1.16	-0.56	0.43
Total from investment operations	1.68	-0.04	0.76
Less distributions from net investment income	-0.53	-0.52	-0.33
Net asset value, end of year	$ 12.24	$ 11.09	$ 11.65
Total return^e	15.44%	-0.45%	6.79%
Ratios to average net assets^f
Expenses	0.55%	0.55%	0.56%
Net investment income	4.47%	4.45%	4.59%
Supplemental data
Net assets, end of year (000’s)	$ 31,955	$ 13,304	$ 11,066
Portfolio turnover rate	8.14%	22.47%	9.78%

a. For the year ended February 29.

b. For the period July 15, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

CONNECTICUT FUND - CLASS A			Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.45	$ 10.88	$ 10.18	$ 10.39	$ 11.13
Income from investment operations:^b
Net investment income^c	0.46	0.45	0.46	0.46	0.45
Net realized and unrealized gains (losses)	0.91	-0.43	0.69	-0.22	-0.73
Total from investment operations	1.37	0.02	1.15	0.24	-0.28
Less distributions from net investment income	-0.46	-0.45	-0.45	-0.45	-0.46
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.36	$ 10.45	$ 10.88	$ 10.18	$ 10.39
Total return^f	13.34%	0.13%	11.50%	2.31%	-2.66%
Ratios to average net assets
Expenses	0.67%	0.66%	0.68%	0.68%	0.69%
Net investment income	4.18%	4.12%	4.29%	4.39%	4.16%
Supplemental data
Net assets, end of year (000’s)	$ 388,571	$ 367,664	$ 405,070	$ 338,345	$ 315,908
Portfolio turnover rate	13.90%	15.40%	3.67%	9.72%	13.47%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

CONNECTICUT FUND - CLASS C			Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.52	$ 10.94	$ 10.24	$ 10.44	$ 11.19
Income from investment operations:^b
Net investment income^c	0.40	0.39	0.40	0.40	0.40
Net realized and unrealized gains (losses)	0.91	-0.42	0.69	-0.21	-0.75
Total from investment operations	1.31	-0.03	1.09	0.19	-0.35
Less distributions from net investment income	-0.40	-0.39	-0.39	-0.39	-0.40
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 11.43	$ 10.52	$ 10.94	$ 10.24	$ 10.44
Total return^f	12.65%	-0.34%	10.83%	1.83%	-3.28%
Ratios to average net assets
Expenses	1.22%	1.21%	1.23%	1.23%	1.24%
Net investment income	3.63%	3.57%	3.74%	3.84%	3.61%
Supplemental data
Net assets, end of year (000’s)	$ 105,619	$ 90,659	$ 94,058	$ 70,541	$ 55,126
Portfolio turnover rate	13.90%	15.40%	3.67%	9.72%	13.47%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

CONNECTICUT FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 10.45	$ 10.87	$ 10.45
Income from investment operations:^c
Net investment income^d	0.47	0.46	0.29
Net realized and unrealized gains (losses)	0.90	-0.42	0.41
Total from investment operations	1.37	0.04	0.70
Less distributions from net investment income	-0.47	-0.46	-0.28
Net asset value, end of year	$ 11.35	$ 10.45	$ 10.87
Total return^e	13.36%	0.33%	6.78%
Ratios to average net assets^f
Expenses	0.57%	0.56%	0.58%
Net investment income	4.28%	4.22%	4.39%
Supplemental data
Net assets, end of year (000’s)	$ 23,667	$ 19,295	$ 11,030
Portfolio turnover rate	13.90%	15.40%	3.67%

a. For the year ended February 29.

b. For the period July 15, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

MICHIGAN FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.52	$ 11.97	$ 11.48	$ 11.71	$ 12.24
Income from investment operations:^b
Net investment income^c	0.50	0.51	0.52	0.51	0.51
Net realized and unrealized gains (losses)	0.71	-0.43	0.49	-0.23	-0.51
Total from investment operations	1.21	0.08	1.01	0.28	—
Less distributions from:
Net investment income	-0.50	-0.51	-0.52	-0.51	-0.52
Net realized gains	—	-0.02	—	—	-0.01
Total distributions	-0.50	-0.53	-0.52	-0.51	-0.53
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.23	$ 11.52	$ 11.97	$ 11.48	$ 11.71
Total return^f	10.67%	0.62%	8.92%	2.41%	-0.06%
Ratios to average net assets
Expenses	0.63%	0.63%	0.63%	0.63%	0.64%
Net investment income	4.17%	4.27%	4.40%	4.40%	4.25%
Supplemental data
Net assets, end of year (000’s)	$ 1,241,960	$ 1,204,877	$ 1,345,427	$ 1,318,955	$ 1,294,052
Portfolio turnover rate	0.92%	10.74%	5.47%	16.08%	13.00%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MICHIGAN FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.58	$ 12.03	$ 11.54	$ 11.77	$ 12.30
Income from investment operations:^b
Net investment income^c	0.44	0.44	0.46	0.45	0.45
Net realized and unrealized gains (losses)	0.71	-0.42	0.48	-0.24	-0.52
Total from investment operations	1.15	0.02	0.94	0.21	-0.07
Less distributions from:
Net investment income	-0.43	-0.45	-0.45	-0.44	-0.45
Net realized gains	—	-0.02	—	—	-0.01
Total distributions	-0.43	-0.47	-0.45	-0.44	-0.46
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.30	$ 11.58	$ 12.03	$ 11.54	$ 11.77
Total return^f	10.13%	0.06%	8.28%	1.84%	-0.61%
Ratios to average net assets
Expenses	1.18%	1.18%	1.18%	1.18%	1.19%
Net investment income	3.62%	3.72%	3.85%	3.85%	3.70%
Supplemental data
Net assets, end of year (000’s)	$ 2,511	$ 7,490	$ 17,892	$ 30,625	$ 39,466
Portfolio turnover rate	0.92%	10.74%	5.47%	16.08%	13.00%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MICHIGAN FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.66	$ 12.11	$ 11.61	$ 11.83	$ 12.36
Income from investment operations:^b
Net investment income^c	0.44	0.45	0.46	0.45	0.45
Net realized and unrealized gains (losses)	0.72	-0.44	0.49	-0.23	-0.52
Total from investment operations	1.16	0.01	0.95	0.22	-0.07
Less distributions from:
Net investment income	-0.43	-0.44	-0.45	-0.44	-0.45
Net realized gains	—	-0.02	—	—	-0.01
Total distributions	-0.43	-0.46	-0.45	-0.44	-0.46
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.39	$ 11.66	$ 12.11	$ 11.61	$ 11.83
Total return^f	10.13%	0.04%	8.31%	1.91%	-0.61%
Ratios to average net assets
Expenses	1.18%	1.18%	1.18%	1.18%	1.19%
Net investment income	3.62%	3.72%	3.85%	3.85%	3.70%
Supplemental data
Net assets, end of year (000’s)	$ 192,719	$ 180,024	$ 195,638	$ 173,295	$ 131,079
Portfolio turnover rate	0.92%	10.74%	5.47%	16.08%	13.00%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MICHIGAN FUND - ADVISOR CLASS		Year Ended February 28,
	2012^a	2011	2010	2009^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.54	$ 11.99	$ 11.49	$ 11.95
Income from investment operations:^c
Net investment income^d	0.51	0.52	0.53	0.35
Net realized and unrealized gains (losses)	0.72	-0.43	0.50	-0.47
Total from investment operations	1.23	0.09	1.03	-0.12
Less distributions from:
Net investment income	-0.51	-0.52	-0.53	-0.34
Net realized gains	—	-0.02	—	—
Total distributions	-0.51	-0.54	-0.53	-0.34
Net asset value, end of year	$ 12.26	$ 11.54	$ 11.99	$ 11.49
Total return^e	10.85%	0.72%	9.11%	-0.92%
Ratios to average net assets^f
Expenses	0.53%	0.53%	0.53%	0.53%
Net investment income	4.27%	4.37%	4.50%	4.50%
Supplemental data
Net assets, end of year (000’s)	$ 17,451	$ 7,567	$ 3,486	$ 769
Portfolio turnover rate	0.92%	10.74%	5.47%	16.08%

a. For the year ended February 29.

b. For the period July 1, 2008 (effective date) to February 28, 2009.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

MINNESOTA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.92	$ 12.20	$ 11.80	$ 11.51	$ 12.16
Income from investment operations:^b
Net investment income^c	0.46	0.46	0.48	0.48	0.50
Net realized and unrealized gains (losses)	0.88	-0.28	0.40	0.30	-0.65
Total from investment operations	1.34	0.18	0.88	0.78	-0.15
Less distributions from net investment income	-0.46	-0.46	-0.48	-0.49	-0.50
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.80	$ 11.92	$ 12.20	$ 11.80	$ 11.51
Total return^f	11.44%	1.49%	7.54%	6.90%	-1.34%
Ratios to average net assets
Expenses	0.65%	0.65%	0.65%	0.66%	0.67%
Net investment income	3.71%	3.80%	3.96%	4.17%	4.14%
Supplemental data
Net assets, end of year (000’s)	$ 819,782	$ 754,018	$ 768,806	$ 653,812	$ 545,977
Portfolio turnover rate	5.32%	14.56%	10.24%	21.67%	9.99%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MINNESOTA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 12.02	$ 12.30	$ 11.89	$ 11.60	$ 12.24
Income from investment operations:^b
Net investment income^c	0.39	0.40	0.41	0.42	0.43
Net realized and unrealized gains (losses)	0.90	-0.29	0.41	0.29	-0.64
Total from investment operations	1.29	0.11	0.82	0.71	-0.21
Less distributions from net investment income	-0.39	-0.39	-0.41	-0.42	-0.43
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.92	$ 12.02	$ 12.30	$ 11.89	$ 11.60
Total return^f	10.82%	0.99%	6.97%	6.26%	-1.78%
Ratios to average net assets
Expenses	1.20%	1.20%	1.20%	1.21%	1.22%
Net investment income	3.16%	3.25%	3.41%	3.62%	3.59%
Supplemental data
Net assets, end of year (000’s)	$ 224,498	$ 195,123	$ 170,676	$ 102,212	$ 70,318
Portfolio turnover rate	5.32%	14.56%	10.24%	21.67%	9.99%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

MINNESOTA FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.92	$ 12.20	$ 11.91
Income from investment operations:^c
Net investment income^d	0.47	0.48	0.33
Net realized and unrealized gains (losses)	0.89	-0.29	0.28
Total from investment operations	1.36	0.19	0.61
Less distributions from net investment income	-0.47	-0.47	-0.32
Net asset value, end of year	$ 12.81	$ 11.92	$ 12.20
Total return^e	11.63%	1.59%	5.14%
Ratios to average net assets^f
Expenses	0.55%	0.55%	0.55%
Net investment income	3.81%	3.90%	4.06%
Supplemental data
Net assets, end of year (000’s)	$ 38,461	$ 10,854	$ 4,451
Portfolio turnover rate	5.32%	14.56%	10.24%

a. For the year ended February 29.

b. For the period July 1, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

OHIO FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.99	$ 12.50	$ 12.08	$ 11.91	$ 12.64
Income from investment operations:^b
Net investment income^c	0.51	0.51	0.51	0.51	0.51
Net realized and unrealized gains (losses)	0.97	-0.51	0.42	0.17	-0.73
Total from investment operations	1.48	—	0.93	0.68	-0.22
Less distributions from:
Net investment income	-0.51	-0.51	-0.51	-0.51	-0.51
Net realized gains	—	—	—	—	-—^d
Total distributions	-0.51	-0.51	-0.51	-0.51	-0.51
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 12.96	$ 11.99	$ 12.50	$ 12.08	$ 11.91
Total return^f	12.61%	-0.06%	7.82%	5.83%	-1.82%
Ratios to average net assets
Expenses	0.63%	0.63%	0.64%	0.64%	0.65%
Net investment income	4.07%	4.08%	4.10%	4.26%	4.11%
Supplemental data
Net assets, end of year (000’s)	$ 1,305,046	$ 1,227,868	$ 1,314,090	$ 1,144,463	$ 1,010,704
Portfolio turnover rate	10.70%	18.67%	4.17%	11.12%	16.47%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

OHIO FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 12.04	$ 12.55	$ 12.13	$ 11.96	$ 12.69
Income from investment operations:^b
Net investment income^c	0.44	0.44	0.44	0.45	0.44
Net realized and unrealized gains (losses)	0.98	-0.51	0.42	0.16	-0.73
Total from investment operations	1.42	-0.07	0.86	0.61	-0.29
Less distributions from:
Net investment income	-0.45	-0.44	-0.44	-0.44	-0.44
Net realized gains	—	—	—	—	-—^d
Total distributions	-0.45	-0.44	-0.44	-0.44	-0.44
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 13.01	$ 12.04	$ 12.55	$ 12.13	$ 11.96
Total return^f	11.97%	-0.62%	7.21%	5.22%	-2.35%
Ratios to average net assets
Expenses	1.18%	1.18%	1.19%	1.19%	1.20%
Net investment income	3.52%	3.53%	3.55%	3.71%	3.56%
Supplemental data
Net assets, end of year (000’s)	$ 2,677	$ 11,692	$ 27,577	$ 36,629	$ 42,638
Portfolio turnover rate	10.70%	18.67%	4.17%	11.12%	16.47%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

OHIO FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 12.11	$ 12.62	$ 12.19	$ 12.02	$ 12.75
Income from investment operations:^b
Net investment income^c	0.44	0.44	0.44	0.45	0.45
Net realized and unrealized gains (losses)	0.99	-0.51	0.43	0.16	-0.74
Total from investment operations	1.43	-0.07	0.87	0.61	-0.29
Less distributions from:
Net investment income	-0.44	-0.44	-0.44	-0.44	-0.44
Net realized gains	—	—	—	—	-—^d
Total distributions	-0.44	-0.44	-0.44	-0.44	-0.44
Redemption fees^e	—	—	—	—^d	—^d
Net asset value, end of year	$ 13.10	$ 12.11	$ 12.62	$ 12.19	$ 12.02
Total return^f	12.05%	-0.63%	7.24%	5.19%	-2.34%
Ratios to average net assets
Expenses	1.18%	1.18%	1.19%	1.19%	1.20%
Net investment income	3.52%	3.53%	3.55%	3.71%	3.56%
Supplemental data
Net assets, end of year (000’s)	$ 346,117	$ 309,921	$ 287,586	$ 201,779	$ 158,124
Portfolio turnover rate	10.70%	18.67%	4.17%	11.12%	16.47%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Amount rounds to less than $0.01 per share.

e. Effective September 1, 2008, the redemption fee was eliminated.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

OHIO FUND - ADVISOR CLASS		Year Ended February 28,
	2012^a	2011	2010	2009^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.99	$ 12.50	$ 12.08	$ 12.27
Income from investment operations:^c
Net investment income^d	0.52	0.52	0.52	0.35
Net realized and unrealized gains (losses)	0.97	-0.51	0.42	-0.19
Total from investment operations	1.49	0.01	0.94	0.16
Less distributions from net investment income	-0.52	-0.52	-0.52	-0.35
Net asset value, end of year	$ 12.96	$ 11.99	$ 12.50	$ 12.08
Total return^e	12.72%	0.04%	7.93%	1.37%
Ratios to average net assets^f
Expenses	0.53%	0.53%	0.54%	0.54%
Net investment income	4.17%	4.18%	4.20%	4.36%
Supplemental data
Net assets, end of year (000’s)	$ 36,127	$ 18,878	$ 13,367	$ 352
Portfolio turnover rate	10.70%	18.67%	4.17%	11.12%

a. For the year ended February 29.

b. For the period July 1,2008 (effective date) to February 28,2009.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

OREGON FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.48	$ 11.87	$ 11.21	$ 11.25	$ 11.93
Income from investment operations:^b
Net investment income^c	0.49	0.49	0.49	0.50	0.49
Net realized and unrealized gains (losses)	0.98	-0.37	0.66	-0.06	-0.69
Total from investment operations	1.47	0.12	1.15	0.44	-0.20
Less distributions from net investment income	-0.50	-0.51	-0.49	-0.48	-0.48
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.45	$ 11.48	$ 11.87	$ 11.21	$ 11.25
Total return^f	13.11%	0.94%	10.47%	4.02%	-1.74%
Ratios to average net assets
Expenses	0.63%	0.63%	0.64%	0.64%	0.64%
Net investment income	4.11%	4.11%	4.26%	4.40%	4.17%
Supplemental data
Net assets, end of year (000’s)	$ 1,082,877	$ 946,755	$ 954,860	$ 787,595	$ 719,647
Portfolio turnover rate	12.50%	8.19%	9.79%	10.00%	5.30%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

OREGON FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.62	$ 12.00	$ 11.33	$ 11.36	$ 12.05
Income from investment operations:^b
Net investment income^c	0.43	0.43	0.44	0.44	0.43
Net realized and unrealized gains (losses)	0.99	-0.37	0.66	-0.05	-0.70
Total from investment operations	1.42	0.06	1.10	0.39	-0.27
Less distributions from net investment income	-0.44	-0.44	-0.43	-0.42	-0.42
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 12.60	$ 11.62	$ 12.00	$ 11.33	$ 11.36
Total return^f	12.44%	0.44%	9.85%	3.50%	-2.34%
Ratios to average net assets
Expenses	1.18%	1.18%	1.19%	1.19%	1.19%
Net investment income	3.56%	3.56%	3.71%	3.85%	3.62%
Supplemental data
Net assets, end of year (000’s)	$ 230,384	$ 196,909	$ 195,473	$ 123,099	$ 96,802
Portfolio turnover rate	12.50%	8.19%	9.79%	10.00%	5.30%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

OREGON FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 11.48	$ 11.87	$ 11.44
Income from investment operations:^c
Net investment income^d	0.50	0.50	0.32
Net realized and unrealized gains (losses)	1.00	-0.37	0.42
Total from investment operations	1.50	0.13	0.74
Less distributions from net investment income	-0.52	-0.52	-0.31
Net asset value, end of year	$ 12.46	$ 11.48	$ 11.87
Total return^e	13.31%	1.04%	6.49%
Ratios to average net assets^f
Expenses	0.53%	0.53%	0.54%
Net investment income	4.21%	4.21%	4.36%
Supplemental data
Net assets, end of year (000’s)	$ 39,434	$ 14,482	$ 6,412
Portfolio turnover rate	12.50%	8.19%	9.79%

a. For the year ended February 29.

b. For the period July 15, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

PENNSYLVANIA FUND - CLASS A		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.83	$ 10.27	$ 9.65	$ 9.82	$ 10.47
Income from investment operations:^b
Net investment income^c	0.44	0.44	0.45	0.44	0.44
Net realized and unrealized gains (losses)	0.97	-0.43	0.62	-0.18	-0.65
Total from investment operations	1.41	0.01	1.07	0.26	-0.21
Less distributions from net investment income	-0.45	-0.45	-0.45	-0.43	-0.44
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.79	$ 9.83	$ 10.27	$ 9.65	$ 9.82
Total return^f	14.64%	-0.02%	11.22%	2.72%	-2.16%
Ratios to average net assets
Expenses	0.64%	0.64%	0.65%	0.65%	0.66%
Net investment income	4.30%	4.28%	4.43%	4.53%	4.24%
Supplemental data
Net assets, end of year (000’s)	$ 1,170,547	$ 1,003,723	$ 1,016,824	$ 820,227	$ 770,164
Portfolio turnover rate	9.48%	13.15%	12.88%	11.50%	16.68%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

PENNSYLVANIA FUND - CLASS B		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.86	$ 10.30	$ 9.68	$ 9.86	$ 10.51
Income from investment operations:^b
Net investment income^c	0.39	0.38	0.39	0.39	0.38
Net realized and unrealized gains (losses)	0.97	-0.43	0.62	-0.19	-0.65
Total from investment operations	1.36	-0.05	1.01	0.20	-0.27
Less distributions from net investment income	-0.39	-0.39	-0.39	-0.38	-0.38
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.83	$ 9.86	$ 10.30	$ 9.68	$ 9.86
Total return^f	14.09%	-0.58%	10.58%	2.04%	-2.68%
Ratios to average net assets
Expenses	1.19%	1.19%	1.20%	1.20%	1.21%
Net investment income	3.75%	3.73%	3.88%	3.98%	3.69%
Supplemental data
Net assets, end of year (000’s)	$ 3,437	$ 11,618	$ 21,977	$ 30,177	$ 37,339
Portfolio turnover rate	9.48%	13.15%	12.88%	11.50%	16.68%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

PENNSYLVANIA FUND - CLASS C		Year Ended February 28,
	2012^a	2011	2010	2009	2008^a
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.92	$ 10.36	$ 9.73	$ 9.90	$ 10.55
Income from investment operations:^b
Net investment income^c	0.39	0.39	0.39	0.39	0.38
Net realized and unrealized gains (losses)	0.98	-0.44	0.63	-0.18	-0.65
Total from investment operations	1.37	-0.05	1.02	0.21	-0.27
Less distributions from net investment income	-0.39	-0.39	-0.39	-0.38	-0.38
Redemption fees^d	—	—	—	—^e	—^e
Net asset value, end of year	$ 10.90	$ 9.92	$ 10.36	$ 9.73	$ 9.90
Total return^f	14.09%	-0.58%	10.62%	2.13%	-2.68%
Ratios to average net assets
Expenses	1.19%	1.19%	1.20%	1.20%	1.21%
Net investment income	3.75%	3.73%	3.88%	3.98%	3.69%
Supplemental data
Net assets, end of year (000’s)	$ 288,344	$ 237,907	$ 217,322	$ 135,480	$ 107,286
Portfolio turnover rate	9.48%	13.15%	12.88%	11.50%	16.68%

a. For the year ended February 29.

c. Based on average daily shares outstanding.

d. Effective September 1, 2008, the redemption fee was eliminated.

e. Amount rounds to less than $0.01 per share.

f. Total return does not reflect sales commissions or contingent deferred sales charges, if applicable.

PENNSYLVANIA FUND - ADVISOR CLASS	Year Ended February 28,
	2012^a	2011	2010^b
Per share operating performance (for a share outstanding throughout the year)
Net asset value, beginning of year	$ 9.83	$ 10.27	$ 9.92
Income from investment operations:^c
Net investment income^d	0.45	0.45	0.29
Net realized and unrealized gains (losses)	0.98	-0.43	0.34
Total from investment operations	1.43	0.02	0.63
Less distributions from net investment income	-0.46	-0.46	-0.28
Net asset value, end of year	$ 10.80	$ 9.83	$ 10.27
Total return^e	14.85%	0.08%	6.42%
Ratios to average net assets^f
Expenses	0.54%	0.54%	0.55%
Net investment income	4.40%	4.38%	4.53%
Supplemental data
Net assets, end of year (000’s)	$ 40,671	$ 18,933	$ 6,832
Portfolio turnover rate	9.48%	13.15%	12.88%

a. For the year ended February 29.

b. For the period July 15, 2009 (effective date) to February 28, 2010.

d. Based on average daily shares outstanding.

e. Total return is not annualized for periods less than one year.

f. Ratios are annualized for periods less than one year.

YOUR ACCOUNT

Choosing a Share Class

Class A	Class C	Advisor Class
Initial sales charge of 4.25% or less	No initial sales charge	See "Qualified Investors - Advisor Class" below
Deferred sales charge of 0.75% on purchases of $1 million or more sold within 18 months	Deferred sales charge of 1% on shares you sell within 12 months
Lower annual expenses than Class C due to lower distribution fees	Higher annual expenses than Class A due to higher distribution fees

Class A, B & C

SALES CHARGES - Class A
when you invest this amount	the sales charge makes up this % of the offering price¹	which equals this % of your net investment¹
Under $100,000	4.25	4.44
$100,000 but under $250,000	3.50	3.63
$250,000 but under $500,000	2.50	2.56
$500,000 but under $1 million	2.00	2.04

Sales Charge Reductions and Waivers

Cumulative quantity discount eligible shares are Franklin Templeton fund shares registered to (or held by a financial intermediary for):

You, individually;
Your spouse or domestic partner, as recognized by applicable state law, and your children under the age of 21 (each a "Family Member");
You jointly with one or more Family Members;
You jointly with another person(s) who is (are) not Family Members if that other person has not included the value of the shares as cumulative quantity discount eligible shares for purposes of that person’s separate investments in Franklin Templeton fund shares;
A Coverdell Education Savings account for which you or a Family Member is the identified responsible person;
A trustee/custodian of an IRA (which includes a Roth IRA and an employer sponsored IRA such as a SIMPLE IRA) or your non-ERISA covered 403(b), if the shares are registered/recorded under your or a Family Member's Social Security number;
A 529 college savings plan over which you or a Family Member has investment discretion and control;
Any entity over which you or a Family Member has (have) individual or shared authority, as principal, has investment discretion and control (for example, an UGMA/UTMA account for a child on which you or a Family Member is the custodian, a trust on which you or a Family Member is the trustee, a business account [not to include retirement plans] for your solely owned business [or the solely owned business of a Family Member] on which you or a Family Member is the authorized signer);
A trust established by you or a Family Member as grantor.

To sign up for these programs, complete the appropriate section of your account application.

Investments of $1 Million or More

Distribution and Service (12b-1) Fees

SALES CHARGES - Class B
if you sell your shares within this many years after buying them	this % is deducted from your proceeds as a CDSC
1 Year	4
2 Years	4
3 Years	3
4 Years	3
5 Years	2
6 Years	1
7 Years	0

Distribution and Service (12b-1) Fees

SALES CHARGES - Class C

With Class C shares, there is no initial sales charge.

We place any investment of $1 million or more in Class A shares, since Class A's annual expenses are lower.

CDSC

Distribution and Service (12b-1) Fees

Contingent Deferred Sales Charge (CDSC) - Class A, B & C

Reinstatement Privilege

In order to take advantage of this Reinstatement Privilege, you must inform your investment representative or the Fund's transfer agent of this privilege at the time of your investment.

The proceeds from the earlier sale must also be invested within the same share class as that of the sold shares, with the following exceptions:

Class B shares will be reinvested in Class A shares
Class C shares will be reinvested in Class A shares if at the time of investment you have not appointed an investment representative (financial advisor) of record for the Fund account(s) in which the purchased shares will be held

Proceeds from the earlier sale of Class Z shares from another fund may also be invested in Class A shares under this Reinstatement Privilege.

Class B shares
Class C shares held at the time of sale in a Franklin Templeton fund account without an investment representative (financial advisor) appointed by you

This privilege does not apply to shares you buy and sell under our exchange program. Shares purchased with the proceeds from a money fund may be subject to a sales charge.

Qualified Investors - Advisor Class

The following investors or investments qualify to buy Advisor Class shares of the Fund:

Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangement between the investor and a registered broker-dealer or investment adviser, trust company or bank (referred to as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or a broker-dealer through whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. No minimum initial investment.
Governments, municipalities, and tax-exempt entities that meet the requirements for qualification under section 501 of the Internal Revenue Code when purchasing direct from the Fund. Minimum initial investment: $1 million in Advisor Class or Class Z shares of any Franklin Templeton fund.
Current and former officers, trustees, directors, full-time employees (and, in each case, their family members) of both Franklin Templeton Investments and Franklin Templeton Funds, consistent with our then-current policies. Minimum initial investment: $100 ($50 for accounts with an automatic investment plan).
Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisory agreements); and/or (2) as trustee of an inter vivos or testamentary trust.
Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets.
An individual or entity associated with a current customer of Franklin Templeton Institutional, LLC (FTI, LLC) if approved by FTI, LLC in consultation with its customer.
Unaffiliated U.S. registered mutual funds, including those that operate as "fund of funds." Minimum initial investment: $1 million in Advisor Class or Class Z shares of any Franklin Templeton fund.
Assets held in accounts under the recommendation of an investment consultant provided that (1) assets are held with a firm unaffiliated with the investment consultant’s firm; (2) the investment consultant is under a retainer or other similar fee arrangement with its clients; (3) the client is not an individual; and (4) a subsidiary of Franklin Resources, Inc. approves the investment.

Buying Shares

MINIMUM INVESTMENTS - CLASS A & C

	Initial
Regular accounts	$ 1,000
Automatic investment plans	$ 50
UGMA/UTMA accounts	$ 100
Broker-dealer sponsored wrap account programs	no minimum
Current and former full-time employees, officers, trustees and directors of Franklin Templeton entities, and their family members	$ 100

Please note that you may only buy shares of a fund eligible for sale in your state or jurisdiction.

Account Application

Buying Shares

	Opening an account	Adding to an account
Through your investment representative	Contact your investment representative	Contact your investment representative
By Phone/Online (Up to $100,000 per shareholder per day) (800) 632-2301 franklintempleton.com Note: (1) certain account types are not available for online account access and (2) the amount may be higher for members of Franklin Templeton VIP Services^®. Please see “Franklin Templeton VIP Services^®” under “Investor Services” for more information regarding eligibility.	If you have another Franklin Templeton fund account with your bank account information on file, you may open a new identically registered account by phone. At this time, a new account may not be opened online. To make a same day investment, your phone order must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.	Before requesting a telephone or online purchase into an existing account, please make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and address and a voided check or savings account deposit slip. If the bank and Fund accounts do not have at least one common owner, your written request must be signed by all fund and bank account owners, and each individual must have his or her signature guaranteed. To make a same day investment, your phone or online order must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.
By Mail	Make your check payable to the Fund. Mail the check and your signed application to Investor Services.	Make your check payable to the Fund. Include your account number on the check. Fill out the deposit slip from your account statement. If you do not have a slip, include a note with your name, the Fund name, and your account number. Mail the check and deposit slip or note to Investor Services.
By Wire (800) 632-2301 or (650) 312-2000 collect	Call to receive a wire control number and wire instructions. Wire the funds and mail your signed application to Investor Services. Please include the wire control number or your new account number on the application. To make a same day wire investment, the wired funds must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.	Call to receive a wire control number and wire instructions. To make a same day wire investment, the wired funds must be received and accepted by us by 1:00 p.m. Pacific time or the close of the New York Stock Exchange, whichever is earlier.
By Exchange franklintempleton.com	Call Shareholder Services at (800) 632-2301, or send signed written instructions. You also may place an online exchange order. The automated telephone system cannot be used to open a new account. (Please see “Exchanging Shares” for more information on exchanges.)	Call Shareholder Services at (800) 632-2301, or send signed written instructions. You also may place an online exchange order. (Please see “Exchanging Shares” for more information on exchanges.)

Investor Services

Automatic Investment Plan

Automated Telephone System

Shareholder Services

(800) 632-2301

Advisor Services

(800) 524-4040

Distribution Options

Please indicate on your application the distribution option you have chosen, otherwise we will reinvest your distributions in the same share class of the Fund.

Telephone/Online Privileges

Systematic Withdrawal Plan

Franklin Templeton VIP Services^®

Selling Shares

You can sell your shares at any time. Please keep in mind that a contingent deferred sales charge (CDSC) may apply.

Selling Shares in Writing

you are selling more than $100,000 worth of shares
you want your proceeds paid to someone who is not a registered owner
you want to send your proceeds somewhere other than the address of record, or preauthorized bank or brokerage firm account

The amount may be higher for members of Franklin Templeton VIP Services^®. Please see “Franklin Templeton VIP Services^®” above for more information regarding eligibility.

A signature guarantee helps protect your account against fraud. You can obtain a signature guarantee at most banks and securities dealers.

A notary public CANNOT provide a signature guarantee.

Selling Recently Purchased Shares

If you sell shares recently purchased, we may delay sending you the proceeds until your check, draft or wire/electronic funds transfer has cleared, which may take seven business days.

Redemption Proceeds

Your redemption check will be sent within seven days after we receive your request in proper form. We are not able to receive or pay out cash in the form of currency.

Selling Shares

To sell some or all of your shares

Through your investment representative

Contact your investment representative

By Mail

Send written instructions and endorsed share certificates (if you hold share certificates) to Investor Services. Corporate, partnership or trust accounts may need to send additional documents.

A check will be mailed to the name(s) and address on the account, or otherwise according to your written instructions.

By Phone/Online(800) 632-2301
franklintempleton.com

By Electronic Funds Transfer (ACH)

You can call, write, or visit us online to have redemption proceeds sent to a bank account. See the policies at left for selling shares by mail, phone, or online.

If we receive your request in proper form by 1:00 p.m. Pacific time, proceeds sent by ACH generally will be available within two to three business days.

By Exchange

Obtain a current prospectus for the fund you are considering. Prospectuses are available online at franklintempleton.com.

Call Shareholder Services at the number below or send signed written instructions. You also may place an exchange order online. See the policies at left for selling shares by mail, phone, or online.

If you hold share certificates, you will need to return them to the Fund before your exchange can be processed.

Franklin Templeton Investor Services
P.O. Box 997151, Sacramento, CA 95899-7151
Call toll-free: (800) 632-2301
(Monday through Friday 5:30 a.m. to 5:00 p.m., Pacific time)
or visit us online 24 hours a day, 7 days a week, at franklintempleton.com

Exchanging Shares

Exchange Privilege

Class A, B & C

Advisor Class

All Classes

The remainder of the “Exchanging Shares” section applies to all classes.

Generally exchanges may only be made between identically registered accounts, unless you send written instructions with a signature guarantee.

Frequent Trading Policy

The Fund's board of trustees has adopted the following policies and procedures with respect to frequent trading in Fund shares (Frequent Trading Policy).

Account Policies

Calculating Share Price

Class A, B & C

When you sell shares, you receive the NAV minus any applicable CDSC.

All Classes

Requests to buy and sell shares are processed at the NAV next calculated after we or an approved financial intermediary receive your request in proper form.

Fair Valuation – Individual Securities

Security Valuation – Municipal Securities – Matrix Pricing (Fair Valuation)

Accounts with Low Balances

Statements, Reports and Prospectuses

If you choose, you may receive your statements, financial reports and prospectuses through electronic delivery (please see "Investor Services - Telephone/Online Privileges").

Investment Representative Account Access

Street or Nominee Accounts

Joint Accounts

Joint Account Risk with Telephone/Online Privileges

Exchange shares from a jointly registered Fund account requiring all registered owner signatures into an identically registered money fund account that only requires one registered owner’s signature to redeem shares;
Redeem Fund shares and direct the redemption proceeds to a bank account that may or may not be owned by you and, if owned by you jointly with someone else, only requires one person to withdraw funds by check or otherwise;
Add/Change the bank account to which Fund share redemption proceeds may be sent, which bank account may not be owned by you;
Purchase Fund shares by debiting a bank account that may be owned by you; and
Add/Change the bank account that may be debited for Fund share purchases, which new account may be owned by you.

Additional Policies

Please note that the Fund maintains additional policies and reserves certain rights, including:

The Fund may restrict, reject or cancel any purchase orders, including an exchange request.
The Fund may modify, suspend, or terminate telephone/online privileges at any time.
The Fund may make material changes to or discontinue the exchange privilege on 60 days' notice or as otherwise provided by law.
The Fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.
Normally, redemptions are processed by the next business day, but may take up to seven days to be processed if making immediate payment would adversely affect the Fund.
In unusual circumstances, we may temporarily suspend redemptions or postpone the payment of proceeds, as allowed by federal securities laws.
For redemptions over a certain amount, the Fund may pay redemption proceeds in securities or other assets rather than cash if the investment manager determines it is in the best interest of the Fund, consistent with applicable law.
You may only buy shares of a fund (including the purchase side of an exchange) eligible for sale in your state or jurisdiction.
To permit investors to obtain the current price, dealers are responsible for transmitting all orders to the Fund promptly.

Dealer Compensation

Class A, B & C

	Class A	Class B	Class C
Commission (%)	—	—	1.00¹
Investment under $100,000	4.00	—	—
$100,000 but under $250,000	2.80	—	—
$250,000 but under $500,000	2.00	—	—
$500,000 but under $1 million	1.60	—	—
$1 million or more	up to 0.75²	—	—
12b-1 fee to dealer	0.10²	0.15³	0.65⁴

1. Commission includes advance of the first year's 0.15% 12b-1 service fee. Distributors may pay a prepaid commission.

3. After eight years, Class B shares convert to Class A shares and dealers may then receive the 12b-1 fee applicable to Class A.

Questions

Department Name	Telephone Number	Hours (Pacific time, Monday through Friday)
Shareholder Services	(800) 632-2301	5:30 a.m. to 5:00 p.m.
Fund Information	(800) DIAL BEN (800) 342-5236	5:30 a.m. to 5:00 p.m.
Retirement Services	(800) 527-2020	5:30 a.m. to 5:00 p.m.
Advisor Services	(800) 524-4040	5:30 a.m. to 5:00 p.m.
Hearing Impaired Assistance	For hearing impaired assistance, please contact us via a Relay Service.
Automated Telephone System	(800) 632-2301 (800) 524-4040 (800) 527-2020	(around-the-clock access)

FOR MORE INFORMATION

You can learn more about the Fund in the following documents:

Annual/Semiannual Report to Shareholders

Statement of Additional Information (SAI)

Contains more information about the Fund, its investments and policies. It is incorporated by reference (is legally a part of this prospectus).

	One Franklin Parkway, San Mateo, CA 94403-1906 (800) DIAL BEN^®/342-5236 franklintempleton.com For hearing impaired assistance, please contact us via a Relay Service.

	Investment Company Act file #811-04149
	© 2012 Franklin Templeton Investments. All rights reserved.
2240	TF3 P 07/12

Franklin
Tax-Free Trust

P.O. Box 997151, Sacramento, CA 95899-7151
(800) DIAL BEN^®/342-5236

	Class
	A	B	C	Advisor
Franklin Double Tax-Free Income Fund	FPRTX	—	FPRIX	FDBZX
Franklin Federal Intermediate-Term Tax-Free Income Fund	FKITX	—	FCITX	FITZX
Franklin Federal Limited-Term Tax-Free Income Fund	FFTFX	—	—	FTFZX
Franklin High Yield Tax-Free Income Fund	FRHIX	FYIBX	FHYIX	FHYVX
Franklin Insured Tax-Free Income Fund	FTFIX	FBITX	FRITX	FINZX
Franklin Massachusetts Tax-Free Income Fund	FMISX	—	FMAIX	Pending
Franklin New Jersey Tax-Free Income Fund	FRNJX	FNJBX	FNIIX	FNJZX

STATEMENT OF ADDITIONAL INFORMATION

July 1, 2012

This Statement of Additional Information (SAI) is not a prospectus. It contains information in addition to the information in the Funds' (hereafter "the Fund") prospectus. The Fund's prospectus, dated July 1, 2012, which we may amend from time to time, contains the basic information you should know before investing in the Funds. You should read this SAI together with the Fund's prospectus.

The audited financial statements and Report of Independent Registered Public Accounting Firm in the Fund's Annual Report to Shareholders, for the fiscal year ended February 29, 2012, are incorporated by reference (are legally a part of this SAI).

For a free copy of the current prospectus or annual report, contact your investment representative or call (800) DIAL BEN/342-5236.

CONTENTS
Goals, Strategies and Risks
State and U.S. Territory Risks
Officers and Trustees
Fair Valuation and Liquidity
Management and Other Services
Portfolio Transactions
Distributions and Taxes
Organization, Voting Rights and Principal Holders
Buying and Selling Shares
The Underwriter
Performance
Miscellaneous Information
Description of Ratings
State Tax Treatment

are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government;
are not deposits or obligations of, or guaranteed or endorsed by, any bank; and
are subject to investment risks, including the possible loss of principal.

TF1 SAI 07/12

Goals, Strategies and Risks

The following information provided with respect to the Fund is in addition to that included in the Fund’s prospectus.

In addition to the main types of investments and strategies undertaken by the Fund as described in the prospectus, the Fund also may invest in other types of securities and engage in and pursue other investment strategies, which are described in this SAI. Investments and investment strategies with respect to the Fund are discussed in greater detail in the section below entitled "Glossary of Investments, Techniques, Strategies and Their Risks.”

Generally, the policies and restrictions discussed in this SAI and in the prospectus apply when the Fund makes an investment. In most cases, the Fund is not required to sell a security because circumstances change and the security no longer meets one or more of the Fund's policies or restrictions. If a percentage restriction or limitation is met at the time of investment, a later increase or decrease in the percentage due to a change in the value or liquidity of portfolio securities will not be considered a violation of the restriction or limitation, with the exception of the Fund's limitations on borrowing as described herein.

If a bankruptcy or other extraordinary event occurs concerning a particular security the Fund owns, the Fund may receive stock, real estate or other investments that the Fund would not, or could not, buy. If this happens, the Fund intends to sell such investments as soon as practicable while trying to maximize the return to shareholders.

The Fund has adopted certain investment restrictions as fundamental and non-fundamental policies. A fundamental policy may only be changed if the change is approved by (i) more than 50% of the Fund's outstanding shares or (ii) 67% or more of the Fund's shares present at a shareholder meeting if more than 50% of the Fund's outstanding shares are represented at the meeting in person or by proxy, whichever is less. A non-fundamental policy may be changed without the approval of shareholders.

Fundamental Investment Policies

The Massachusetts Fund's investment goal is to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of shareholders' capital. The Massachusetts Fund also tries to provide a maximum level of income exempt from personal income taxes, if any, for resident shareholders of Massachusetts.

The New Jersey Fund’s investment goal is to provide investors with as high a level of income exempt from federal income taxes and from personal income taxes, if any, for resident shareholders of New Jersey as is consistent with prudent investment management and the preservation of shareholders’ capital.

Under normal market conditions, the Fund invests at least 80% of its assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. The Fund applies this test to its net assets, except for the Federal Intermediate-Term Fund, the Federal Limited-Term Fund, the Insured Fund and the Massachusetts Fund, each of which applies this test to its total assets. In addition, under normal market conditions, each state Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of that Fund's state. The Double Tax-Free Fund also normally invests at least 80% of its net assets in securities whose interest is free from state personal income taxes.

The Fund may not:

1. Borrow money, except to the extent permitted by the Investment Company Act of 1940, as amended (1940 Act), or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the U.S. Securities and Exchange Commission (SEC).

2. Act as an underwriter, except to the extent the Fund may be deemed to be an underwriter when disposing of securities it owns or when selling its own shares.

3. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other persons, including other investment companies to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC. This limitation does not apply to (i) the lending of portfolio securities, (ii) the purchase of debt securities, other debt instruments, loan participations and/or engaging in direct corporate loans in accordance with its investment goals and policies, and (iii) repurchase agreements to the extent the entry into a repurchase agreement is deemed to be a loan.

4. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from (i) purchasing or selling securities or instruments secured by real estate or interests therein, securities or instruments representing interests in real estate or securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein, and (ii) making, purchasing or selling real estate mortgage loans.

5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from (i) engaging in transactions involving currencies and futures contracts and options thereon or (ii) investing in securities or other instruments that are secured by physical commodities.

6. Issue senior securities, except to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC.

7. Invest more than 25% of the Fund's net assets in securities of issuers in any one industry (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investment companies).¹

In addition, each Fund, other than Franklin Double Tax-Free Income Fund, may not:

8. Purchase the securities of any one issuer (other than the U.S. government or any of its agencies or instrumentalities or securities of other investment companies, whether registered or excluded from registration under Section 3(c) of the 1940 Act) if immediately after such investment (i) more than 5% of the value of the Fund’s total assets would be invested in such issuer or (ii) more than 10% of the outstanding voting securities of such issuer would be owned by the Fund, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such 5% and 10% limitations.

1. Although not part of the Fund's fundamental investment restriction, consistent with SEC Staff interpretations and guidance, governments or their political subdivisions that issue tax-exempt municipal securities are not considered by the Fund to be members of any industry.

Non-Fundamental Investment Policies

Unlike the state Funds, the Double Tax-Free, the Federal Intermediate-Term, Federal Limited-Term, High Yield and Insured Funds do not focus their investment in a particular state. Each of the High Yield Fund and Insured Fund will not invest more than 25% of its total assets in the municipal securities of any one state or territory. The Double Tax-Free Fund focuses on municipal securities of U.S. territories.

Under normal market conditions, the Insured Fund invests at least 80% of its net assets in insured municipal securities. Shareholders will be given at least 60 days' advance notice of any change to this 80% policy. The Fund generally, under normal market conditions and to the extent available, seeks to invest in insured municipal securities only if they are secured by an insurance policy issued by an insurer which is rated at least BBB or its equivalent by Moody's Investors Service (Moody's) or Standard & Poor's (S&P^®) at the time of purchase.

Municipal securities issued by a state or that state's counties, municipalities, authorities, agencies, or other subdivisions, as well as qualifying municipal securities issued by U.S. territories such as Guam, Puerto Rico, the Mariana Islands or the U.S. Virgin Islands, generally pay interest free from federal income tax and from state personal income taxes, if any, for residents of that state.

The Fund tries to invest all of its assets in tax-free municipal securities. The issuer's bond counsel generally gives the issuer an opinion on the tax-exempt status of a municipal security when the security is issued.

Some states may require the Fund to invest a certain amount of its assets in securities of that state, or in securities that are otherwise tax-free under the laws of that state, in order for any portion of the Fund's distributions to be free from the state's personal income taxes. If the Fund's state requires this, the Fund will try to invest its assets as required so that its distributions will be free from personal income taxes for resident shareholders of the Fund's state.

Additional Strategies

The Fund may invest up to 15% of its assets in illiquid securities.

The High Yield Fund may invest in securities of issuers that are, or are about to be, involved in reorganizations, financial restructurings, or bankruptcy (generally referred to as "distressed debt"), including defaulted securities if the investment manager believes the issuer may resume making interest payments or other favorable developments seem likely in the near future.

The High Yield Fund may invest in securities rated in any rating category. While the Fund tries to invest in lower-rated securities, the investment manager may consider existing market conditions, the availability of lower-rated securities, and whether the difference in yields between higher- and lower-rated securities justifies the higher risk of lower-rated securities when selecting securities for the High Yield Fund's portfolio. The High Yield Fund, however, currently does not intend to invest more than 10% of its assets in defaulted securities.

Because of its historical investment policy of investing in insured municipal securities, the Massachusetts Fund's portfolio may consist to a large extent of insured municipal securities.

Glossary of Investments, Techniques, Strategies and Their Risks

Certain words or phrases may be used in descriptions of Fund investment policies and strategies to give investors a general sense of the Fund's levels of investment. They are broadly identified with, but not limited to, the following percentages of Fund total assets:

"small portion"	less than 10%
"portion"	10% to 25%
"significant"	25% to 50%
"substantial"	50% to 66%
"primary"	66% to 80%
"predominant"	80% or more

If the Fund intends to limit particular investments or strategies to no more than specific percentages of Fund assets, the prospectus or SAI will clearly identify such limitations. The percentages above are not limitations unless specifically stated as such in the Fund's prospectus or elsewhere in this SAI.

The Fund may invest in securities that are rated by various rating services such as Moody's and S&P^®, as well as securities that are unrated.

The value of your shares in the Fund will increase as the value of the investments owned by the Fund increases and will decrease as the value of the Fund's investments decreases. In this way, you participate in any change in the value of the investments owned by the Fund. In addition to the factors that affect the value of any particular investment that the Fund owns, the value of the Fund's shares may also change with movements in the stock and bond markets as a whole.

The following is a description of various types of securities, instruments and techniques that may be purchased and/or used by the Fund. Other types of municipal securities or strategies, not specifically described below, may become available or attractive that are similar to those described below and in which the Fund also may invest, if consistent with its investment goal and policies.

Municipal securities – general description Municipal securities are issued by a state or that state's counties, municipalities, authorities, agencies, or other subdivisions, as well as by the District of Columbia. These municipal securities generally pay interest free from federal income tax and from state personal income taxes, if any, for residents of that state. In addition, U.S. territories such as Guam, Puerto Rico, the Mariana Islands or the U.S. Virgin Islands also issue qualifying municipal securities that generally pay interest free from federal income tax and from state personal income taxes. Generally for all municipal securities, the issuer pays a fixed, floating or variable rate of interest, and must repay the amount borrowed (the "principal") at maturity. Municipal securities are issued to raise money for a variety of public or private purposes, including financing state or local government, specific projects or public facilities. Municipal securities generally are classified as general or revenue obligations.

The value of the municipal securities may be highly sensitive to events affecting the fiscal stability of the municipalities, agencies, authorities and other instrumentalities that issue securities. In particular, economic, legislative, regulatory or political developments affecting the ability of the issuers to pay interest or repay principal may significantly affect the value of the Fund's investments. These developments can include or arise from, for example, insolvency of an issuer, uncertainties related to the tax status of municipal securities, tax base erosion, state or federal constitutional limits on tax increases or other actions, budget deficits and other financial difficulties, or changes in the credit ratings assigned to municipal issuers. There could be a limited market for certain municipal securities, and the Fund could face illiquidity risks.

General obligation bonds. Issuers of general obligation bonds include states, counties, cities, towns and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, highways and roads. The basic security behind general obligation bonds is the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to the rate or amount of special assessments.

Revenue bonds. The full faith, credit and taxing power of the issuer do not secure revenue bonds. Instead, the principal security for a revenue bond generally is the net revenue derived from a particular facility, group of facilities, or, in some cases, the proceeds of a special excise tax or other specific revenue source. Revenue bonds are issued to finance a wide variety of capital projects, including: electric, gas, water and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals. The principal security behind these bonds may vary. For example, housing finance authorities have a wide range of security, including partially or fully insured mortgages, rent subsidized and/or collateralized mortgages, and/or the net revenues from housing or other public projects. Many bonds provide additional security in the form of a debt service reserve fund that may be used to make principal and interest payments. Some authorities have further security in the form of state assurances (although without obligation) to make up deficiencies in the debt service reserve fund. As a result, an investment in revenue obligations is subject to greater risk of delay or non-payment if revenue does not accrue as expected or if other conditions are not met for reasons outside the control of the Fund. Conversely, if revenue accrues more quickly than anticipated, the Fund may receive payment before expected and have difficulty re-investing the proceeds on equally favorable terms.

Anticipation notes Anticipation notes are issued to provide interim financing of various municipal needs in anticipation of the receipt of other sources of money for repayment of the notes.

Bond anticipation notes are normally issued to provide interim financing until a long-term bond financing can be arranged which provides the money for the repayment of the notes.

Revenue anticipation notes are issued in expectation of the receipt of revenue sources, other than tax receipts, such as anticipated revenues from a source such as turnpike tolls.

Tax anticipation notes are issued to finance the short-term working capital needs of municipalities in anticipation of the receipt of various seasonal tax revenues that are used to repay the notes. They are usually general obligations of the issuer and are secured by the taxing power for the payment of principal and interest.

Borrowing The 1940 Act and the SEC's current rules, exemptions and interpretations thereunder, permit the Fund to borrow up to one-third of the value of its total assets (including the amount borrowed, but less all liabilities and indebtedness not represented by senior securities) from banks. The Fund is required to maintain continuous asset coverage of at least 300% with respect to such borrowings and to reduce the amount of its borrowings (within three days) to restore such coverage if it should decline to less than 300% due to market fluctuations or otherwise. In the event that the Fund is required to reduce its borrowings, it may have to sell portfolio holdings, even if such sale of the Fund's holdings would be disadvantageous from an investment standpoint.

If the Fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage. Leveraging by means of borrowing may exaggerate the effect of any increase or decrease in the value of portfolio securities on the Fund's net asset value, and money borrowed will be subject to interest and other costs (which may include commitment fees and/or the cost of maintaining minimum average balances), which may or may not exceed the income or gains received from the securities purchased with borrowed funds.

In addition to borrowings that are subject to 300% asset coverage and are considered by the SEC to be permitted "senior securities," the Fund is also permitted under the 1940 Act to borrow for temporary purposes in an amount not exceeding 5% of the value of its total assets at the time when the loan is made. A loan will be presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed.

Segregation of assets. Consistent with SEC staff guidance, financial instruments that involve the Fund's obligation to make future payments to third parties will not be viewed as creating any senior security provided that the Fund covers its obligations as described below. Those financial instruments can include, among others, (i) securities purchased on a when-issued, delayed delivery, or to be announced basis, (ii) futures contracts, (iii) forward currency contracts, (iv) swaps, (v) written options, (vi) unfunded commitments, (vii) securities sold short, and (viii) reverse repurchase agreements.

Consistent with SEC staff guidance, the Fund will consider its obligations involving such a financial instrument as “covered” when the Fund (1) maintains an offsetting financial position, or (2) segregates liquid assets (constituting cash, cash equivalents or other liquid portfolio securities) equal to the Fund’s exposures relating to the financial instrument, as determined on a daily basis. Dedicated Fund compliance policies and procedures, which the Fund's board has approved, govern the kinds of transactions that can be deemed to be offsetting positions for purposes of (1) above, and the amounts of assets that need to be segregated for purposes of (2) above (Asset Segregation Policies).

In the case of forward currency contracts, the Fund may offset the contracts for purposes of (1) above when the counterparties, terms and amounts match, otherwise an appropriate amount of assets will be segregated consistent with (2) above. Segregated assets for purposes of (2) above are not required to be physically segregated from other Fund assets, but are segregated through appropriate notation on the books of the Fund or the Fund’s custodian.

The Fund’s Asset Segregation Policies may require the Fund to sell a portfolio security or exit a transaction, including a transaction in a financial instrument, at a disadvantageous time or price in order for the Fund to be able to segregate the required amount of assets. If segregated assets decline in value, the Fund will need to segregate additional assets or reduce its position in the financial instruments. In addition, segregated assets may not be available to satisfy redemptions or for other purposes, until the Fund’s obligations under the financial instruments have been satisfied. In addition, the Fund’s ability to use the financial instruments identified above may under some circumstances depend on the nature of the instrument and amount of assets that the Asset Segregation Policies require the Fund to segregate. The Asset Segregation Policies provide, consistent with current SEC staff positions, that for futures and forward contracts that require only cash settlement, and swap agreements that call for periodic netting between the Fund and its counterparty, the segregated amount is the net amount due under the contract, as determined daily on a mark-to-market basis. For other kinds of futures, forwards and swaps, the Fund must segregate a larger amount of assets to cover its obligations, which essentially limits the Fund’s ability to use these instruments. If the SEC staff changes its positions concerning the segregation of the net amount due under certain forwards, futures and swap contracts, the ability of the Fund to use the financial instruments could be negatively affected.

Callable securities Callable securities give the issuer the right to redeem the security on a given date or dates (known as the call dates) prior to maturity. In return, the call feature is factored into the price of the debt security, and callable debt securities typically offer a higher yield than comparable non-callable securities. Certain securities may be called only in whole (the entire security is redeemed), while others may be called in part (a portion of the total face value is redeemed) and possibly from time to time as determined by the issuer. There is no guarantee that the Fund will receive higher yields or a call premium on an investment in callable securities.

The period of time between the time of issue and the first call date, known as call protection, varies from security to security. Call protection provides the investor holding the security with assurance that the security will not be called before a specified date.

Documentation for callable securities usually requires that investors be notified of a call within a prescribed period of time. If a security is called, the Fund will receive the principal amount and accrued interest, and may receive a small additional payment as a call premium. Issuers are more likely to exercise call options in periods when interest rates are below the rate at which the original security was issued, because the issuer can issue new securities with lower interest payments. Callable securities are subject to the risks of other debt securities in general, including prepayment risk, especially in falling interest rate environments.

Commercial paper Commercial paper is an unsecured, short-term loan to a corporation, typically for financing accounts receivable and inventory with maturities of up to 270 days. The Fund may invest in taxable commercial paper only for temporary defensive purposes.

Convertible zero-coupon and step coupon bonds Convertible zero-coupon securities have no coupon until a predetermined date, at which time they convert to a specified coupon security. Zero-coupon bonds tend to react more sharply to changes in interest rates than traditional bonds.

Distressed and defaulted debt securities Investments in securities of issuers that are, or are about to be, involved in reorganizations, financial restructurings, or bankruptcy (generally referred to as "distressed debt") typically involve the purchase of lower-rated or defaulted debt securities, comparable unrated debt securities, or other indebtedness of such issuers. By purchasing all or a part of an issuer's direct indebtedness, the Fund, in effect, steps into the shoes of the lender. If the loan is secured, the Fund will have a priority claim to the assets of the issuer ahead of unsecured creditors and stockholders. The risk that the Fund may lose its entire investment in defaulted bonds is greater in comparison to investing in non-defaulted bonds.

If the issuer of a debt security in the Fund's portfolio defaults, the Fund may have unrealized losses on the security, which may lower the Fund's net asset value. Defaulted securities tend to lose much of their value before they default. Thus, the Fund's net asset value may be adversely affected before an issuer defaults. The Fund will incur additional expenses if it tries to recover principal or interest payments on a defaulted security. Defaulted debt securities often are illiquid. An investment in defaulted debt securities will be considered speculative and expose the Fund to similar risks as an investment in high-yield debt.

The Fund is not required to sell a debt security that has defaulted if the investment manager believes it is advantageous to continue holding the security.

High-yield securities High-yield or lower-rated debt securities (also referred to as "junk bonds") are securities that have been rated by Moody's or S&P below their top four rating categories (e.g., BB or Ba and lower) and are considered below investment grade. These securities generally have greater risk with respect to the payment of interest and repayment of principal, or may be in default and are often considered to be speculative and involve greater risk of loss. Adverse publicity, investor perceptions, whether or not based on fundamental analysis, or real or perceived adverse economic conditions may decrease the values and liquidity of lower-rated debt securities, especially in a thinly traded market. Analysis of the creditworthiness of issuers of lower-rated debt securities may be more complex than for issuers of higher- rated securities. The Fund relies on the investment manager's judgment, analysis and experience in evaluating the creditworthiness of an issuer of lower-rated securities. There can be no assurance the investment manager will be successful in evaluating the creditworthiness of an issuer or the value of high-yield debt securities generally.

The prices of lower-rated debt securities may be less sensitive to interest rate changes than higher rated debt securities, but more sensitive to economic conditions. Market anticipation of an economic downturn, for example, could cause a decline in lower-rated debt securities prices. This is because an economic downturn could lessen the ability of a highly leveraged issuer to make principal and interest payments on its debt securities. Similarly, the impact of individual adverse developments, or public perceptions thereof, will be greater for lower-rated securities because the issuers of such securities are more likely to default or enter bankruptcy. If the issuer of lower-rated debt securities defaults, the Fund may incur substantial expenses to seek recovery of all or a portion of its investments or to exercise other rights as a security holder. The Fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to seek to protect the interests of security holders if it determines this to be in the best interest of the Fund's shareholders.

The markets in which lower-rated debt securities are traded are more limited than those in which higher-rated securities are traded. The existence of limited markets for particular securities may diminish the Fund's ability to sell the securities at desirable prices to meet redemption requests or to respond to a specific economic event, such as deterioration in the creditworthiness of the issuer. Reduced secondary market liquidity for certain lower-rated debt securities also may make it more difficult for the Fund to obtain accurate market quotations for the purposes of valuing the Fund's portfolio.

The credit risk factors described above also apply to high-yield zero coupon and deferred interest securities. These securities have an additional risk, however, because unlike securities that pay interest periodically until maturity, zero coupon bonds and similar securities will not make any interest or principal payments until the cash payment date or maturity of the security. If the issuer defaults, the Fund may not obtain any return on its investment.

Illiquid securities Generally, an "illiquid security" is any security that cannot be disposed of within seven days at approximately the amount at which the Fund has valued the instrument. Illiquid securities generally include securities for which no market exists or which are legally restricted as to their transfer.

The risk to the Fund in holding illiquid securities is that they may be more difficult to sell if the Fund wants to dispose of the security in response to adverse developments or in order to raise money for redemptions or other investment opportunities. Illiquid trading conditions may also make it more difficult for the Fund to realize a security's fair value.

Insurance The Fund may also invest in insured municipal securities. Normally, the underlying rating of an insured security is one of the top three ratings of Fitch, Moody's or S&P. An insurer may insure municipal securities that are rated below the top three ratings or that are unrated if the securities otherwise meet the insurer's quality standards.

The Fund will only enter into a contract to buy an insured municipal security if either permanent insurance or an irrevocable commitment to insure the municipal security by a qualified municipal bond insurer is in place. The insurance feature guarantees the scheduled payment of principal and interest, but does not guarantee (i) the market value of the insured municipal security, (ii) the value of the Fund's shares, or (iii) the Fund's distributions.

Types of insurance. There are three types of insurance: new issue, secondary and portfolio. A new issue insurance policy is purchased by the issuer when the security is issued. A secondary insurance policy may be purchased by the Fund after a security is issued. With both new issue and secondary policies, the insurance continues in force for the life of the security and, thus, may increase the credit rating of the security, as well as its resale value. However, in response to recent market conditions rating agencies have lowered their ratings on some municipal bond insurers below BBB or withdrawn ratings. In such cases the insurance is providing little or no enhancement of credit or resale value to the municipal security and the security's rating will reflect the higher of the insurer rating or the underlying rating of the security.

The Fund may buy a secondary insurance policy at any time, if the investment manager believes the insurance would be in the best interest of the Fund. The Fund is likely to buy a secondary insurance policy if, in the investment manager's opinion, the Fund could sell a security at a price that exceeds the current value of the security, without insurance, plus the cost of the insurance. The purchase of a secondary policy, if available, may enable the Fund to sell a defaulted security at a price similar to that of comparable securities that are not in default. The Fund would value a defaulted security covered by a secondary insurance policy at its market value.

The Fund also may buy a portfolio insurance policy. Unlike new issue and secondary insurance, which continue in force for the life of the security, portfolio insurance only covers securities while they are held by the Fund. If the Fund sells a security covered by portfolio insurance, the insurance protection on that security ends and, thus, cannot affect the resale value of the security. As a result, the Fund may continue to hold any security insured under a portfolio insurance policy that is in default or in significant risk of default and, absent any unusual or unforeseen circumstances as a result of the portfolio insurance policy, would likely value the defaulted security, or security for which there is a significant risk of default, at the same price as comparable securities that are not in default. While a defaulted security is held in the Fund's portfolio, the Fund continues to pay the insurance premium on the security but also collects interest payments from the insurer and retains the right to collect the full amount of principal from the insurer when the security comes due.

The insurance premium the Fund pays for a portfolio insurance policy is a Fund expense. The premium is payable monthly and is adjusted for purchases and sales of covered securities during the month. If the Fund fails to pay its premium, the insurer may take action against the Fund to recover any premium payments that are due. The insurer may not change premium rates for securities covered by a portfolio insurance policy, regardless of the issuer's ability or willingness to meet its obligations.

Qualified municipal bond insurers. Insurance policies may be issued by a qualified municipal bond insurer. The bond insurance industry is a regulated industry. Any bond insurers must be licensed in each state in order to write financial guarantees in that jurisdiction. Regulations vary from state to state. Most regulators, however, require minimum standards of solvency and limitations on leverage and investment of assets. Regulators also place restrictions on the amount an insurer can guarantee in relation to the insurer's capital base. Neither the Fund nor the investment manager makes any representations as to the ability of any insurance company to meet its obligation to the Fund if called upon to do so.

If an insurer is called upon to pay the principal or interest on an insured security that is due for payment but that has not been paid by the issuer, the terms of payment would be governed by the provisions of the insurance policy. After payment, the insurer becomes the owner of the security, appurtenant coupon, or right to payment of principal or interest on the security and is fully subrogated to all of the Fund's rights with respect to the security, including the right to payment. The insurer's rights to the security or to payment of principal or interest are limited, however, to the amount the insurer has paid.

As a result of recent market conditions, state regulators have from time to time required municipal bond insurers to suspend claims payments on outstanding insurance in force. Certain municipal bond insurers have withdrawn from the market. Consequently, there may be insufficient qualified bond insurers (rated BBB or better) offering insurance on new issues of municipal securities so that the Insured Fund may be unable to find sufficient insured municipal securities. These circumstances have led to a decrease in the supply of insured municipal securities and a consolidation among municipal bond insurers concentrating the insurance company credit risk on securities in the Fund's portfolio amongst fewer municipal bond insurers.

Mandatory tender (mandatory put) municipal securities Mandatory tender (mandatory put) municipal securities may be sold with a requirement that a holder of a security surrender the security to the issuer or its agent for cash at a date prior to the stated maturity. On the predetermined tender date, the holder receives principal and accrued interest.

Maturity Municipal securities are issued with a specific maturity date--the date when the issuer must repay the amount borrowed. Maturities typically range from less than one year (short term) to 30 years (long term). In general, securities with longer maturities are more sensitive to interest rate changes, although they may provide higher yields.

Municipal lease obligations Municipal lease obligations are created to support a government’s infrastructure by financing or refinancing equipment or property acquisitions or the construction, expansion or rehabilitation of public facilities. In such transactions, equipment or property is leased to a state or local government and these leases secure the municipal lease obligations. The lease payments are used to pay the interest and principal payments on the obligations. However, municipal lease obligations differ from other municipal securities because each year the lessee's governing body must appropriate (set aside) the money to make the lease payments. If the money is not appropriated, the issuer or the lessee typically can end the lease without penalty. If the lease is cancelled, investors who own the municipal lease obligations may not be paid.

The Fund may also gain exposure to municipal lease obligations, through certificates of participation, which represent a proportionate interest in the payments under a specified lease or leases.

Because annual appropriations are required to make lease payments, municipal lease obligations generally are not subject to constitutional limitations on the issuance of debt, and may allow an issuer to increase government liabilities beyond constitutional debt limits. When faced with increasingly tight budgets, local governments have more discretion to curtail lease payments under a municipal lease obligation than they do to curtail payments on other municipal securities. If not enough money is appropriated to make the lease payments, the leased property may be repossessed as security for holders of the municipal lease obligations. If this happens, there is no assurance that the property's private sector or re-leasing value will be enough to make all outstanding payments on the municipal lease obligations or that the payments will continue to be tax-free.

While cancellation risk is inherent to municipal lease obligations, the Fund believes that this risk may be reduced, although not eliminated, by its policies on the credit quality of municipal securities in which it may invest.

Refunded bonds The issuer of a refunded bond (also known as pre-refunded or escrow-secured bonds) "pre-refunds" the bond by setting aside in advance all or a portion of the amount to be paid to the bondholders when the bond is called. Generally, an issuer uses the proceeds from a new bond issue to buy high grade, interest bearing debt securities, including direct obligations of the U.S. government, which are then deposited in an irrevocable escrow account held by a trustee bank to secure all future payments of principal and interest on the refunded bonds. Because refunded bonds still bear the same interest rate as when they were originally issued and are of very high credit quality, their market value may increase. However, as the refunded bond approaches its call or ultimate maturity date, the bond's market value will tend to fall to its call or par price.

Stripped securities Stripped securities are debt securities that have been transformed from a principal amount with periodic interest coupons into a series of zero coupon bonds, each with a different maturity date corresponding to one of the payment dates for interest coupon payments or the redemption date for the principal amount. Stripped securities are subject to all the risks applicable to zero coupon bonds as well as certain additional risks.

Like zero coupon bonds, stripped securities do not provide for periodic payments of interest prior to maturity. Rather they are offered at a discount from their face amount that will be paid at maturity. This results in the security being subject to greater fluctuations in response to changing interest rates than interest-paying securities of similar maturities.

Tax-exempt commercial paper Tax-exempt commercial paper typically represents an unsecured short-term obligation (270 days or less) issued by a municipality.

Tax-exempt industrial development revenue bonds Tax-exempt industrial development revenue bonds are issued by or on behalf of public authorities to finance various privately operated facilities which are expected to benefit the municipality and its residents, such as business, manufacturing, housing, sports and pollution control, as well as public facilities such as airports, mass transit systems, ports and parking. The payment of principal and interest is solely dependent on the ability of the facility's user to meet its financial obligations and the pledge, if any, of the facility or other property as security for payment.

Temporary investments When the investment manager believes market or economic conditions are unusual or unfavorable for investors, the investment manager may invest up to 100% of the Fund's assets in temporary defensive investments, including cash, cash equivalents or other high quality short-term investments, such as short-term debt instruments, including U.S. government securities, high grade commercial paper, repurchase agreements, negotiable certificates of deposit, non-negotiable fixed time deposits, bankers acceptances, and other money market equivalents. To the extent allowed by exemptions from and rules under the 1940 Act and the Fund's other investment policies and restrictions, the investment manager also may invest the Fund's assets in shares of one or more money market funds managed by the investment manager or its affiliates. Unfavorable market or economic conditions may include excessive volatility or a prolonged general decline in the securities markets, the securities in which the Fund normally invests, or the economies of the states and territories where the Fund invests. Temporary defensive investments can and do experience default. The likelihood of default on a temporary defensive investment may increase in the market or economic conditions which are likely to trigger the Fund's investment therein.

Temporary defensive investments generally may include securities that pay taxable interest, including (i) for the state Funds, municipal securities issued by a state or local government other than the Fund's state; (ii) high quality commercial paper; or (iii) securities issued by or guaranteed by the full faith and credit of the U.S. government. The Fund also may invest all of its assets in municipal securities issued by a U.S. territory such as Guam, Puerto Rico, the Mariana Islands or the U.S. Virgin Islands. The investment manager also may invest in these types of securities or hold cash when securities meeting the Fund's investment criteria are unavailable or to maintain liquidity. When the Fund's assets are invested in temporary investments, the Fund may not be able to achieve its investment goal.

Unrated debt securities Not all debt securities or their issuers are rated by rating agencies, sometimes due to the size of or manner of the securities offering, the decision by one or more rating agencies not to rate certain securities or issuers as a matter of policy, or the unwillingness or inability of the issuer to provide the prerequisite information and fee to the rating agencies. Some debt securities markets may have a disproportionately large number of unrated issuers.

In evaluating unrated securities, the investment manager may consider, among other things, the issuer's financial resources, its sensitivity to economic conditions and trends, its operating history, the quality of the issuer's management and regulatory matters. Although unrated debt securities may be considered to be of investment grade quality, issuers typically pay a higher interest rate on unrated than on investment grade rated debt securities. Less information is typically available to the market on unrated securities and obligors, which may increase the potential for credit and valuation risk.

U.S. government securities U.S. government securities include obligations of, or guaranteed by, the U.S. federal government, its agencies, instrumentalities or sponsored enterprises. Some U.S. government securities are supported by the full faith and credit of the U.S. government. These include U.S. Treasury obligations and securities issued by the Government National Mortgage Association (GNMA). A second category of U.S. government securities are those supported by the right of the agency, instrumentality or sponsored enterprise to borrow from the U.S. government to meet its obligations. These include securities issued by Federal Home Loan Banks.

A third category of U.S. government securities are those supported by only the credit of the issuing agency, instrumentality or sponsored enterprise. These include securities issued by the Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC). In the event of a default, an investor like the Fund would only have legal recourse to the issuer, not the U.S. government. Although the U.S. government has provided support for these securities in the past, there can be no assurance that it will do so in the future. The U.S. government has also made available additional guarantees for limited periods to stabilize or restore a market in the wake of an economic, political or natural crisis. Such guarantees, and the economic opportunities they present, are likely to be temporary and cannot be relied upon by the Fund. Any downgrade of the credit rating of the securities issued by the U.S. government may result in a downgrade of securities issued by its agencies or instrumentalities, including government-sponsored entities.

Variable or floating rate securities The Fund may invest in variable or floating rate securities, including variable rate demand notes, municipal inflation protected securities, index-based floating rate securities, and auction rate securities, which have interest rates that change either at specific intervals from daily up to semiannually, or whenever a benchmark rate changes. The interest rate adjustments are designed to help stabilize the security's price or maintain a fixed spread to a predetermined benchmark. While this feature may protect against a decline in the security's market price when interest rates or benchmark rates rise, it lowers the Fund's income when interest rates or benchmark rates fall. Of course, the Fund's income from its variable and floating rate investments also may increase if interest rates rise.

Variable or floating rate securities may include a demand feature, which may be unconditional. The demand feature allows the holder to demand prepayment of the principal amount before maturity, generally on one to 30 days' notice. The holder receives the principal amount plus any accrued interest either from the issuer or by drawing on a bank letter of credit, a guarantee or insurance issued with respect to the security. The Fund generally uses variable or floating rate securities as short-term investments while waiting for long-term investment opportunities.

Movements in the relevant index or benchmark on which adjustments are based will affect the interest paid on these securities and, therefore, the current income earned by the Fund and the securities' market value. The degree of volatility in the market value of the variable rate securities held by the Fund will generally increase along with the length of time between adjustments, the degree of volatility in the applicable index, benchmark or base lending rate and whether the index, benchmark or base lending rate to which it resets or floats approximates short-term or other prevailing interest rates. It will also be a function of the maximum increase or decrease of the interest rate adjustment on any one adjustment date, in any one year, and over the life of the security.

The income earned by the Fund and distributed to shareholders will generally increase or decrease along with movements in the relevant index, benchmark or base lending rate. Thus the Fund's income will be more unpredictable than the income earned on similar investments with a fixed rate of interest.

When-issued transactions Municipal securities may be offered on a "when-issued" basis. When so offered, the price, which is generally expressed in yield terms, is fixed at the time the commitment to buy is made, but delivery and payment take place at a later date. During the time between purchase and settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. If the other party to the transaction fails to deliver or pay for the security, the Fund could miss a favorable price or yield opportunity, or could experience a loss.

When the Fund makes the commitment to buy a municipal security on a when-issued basis, it records the transaction and includes the value of the security in the calculation of its net asset value. The Fund does not believe that its net asset value or income will be negatively affected by its purchase of municipal securities on a when-issued basis. The Fund will not engage in when-issued transactions for investment leverage purposes.

Although the Fund generally will buy municipal securities on a when-issued basis with the intention of acquiring the securities, it may sell the securities before the settlement date if it is considered advisable. When the Fund is the buyer, it will segregate liquid assets as set forth in "Segregation of assets" under "Borrowing." If assets of the Fund are held in cash pending the settlement of a purchase of securities, the Fund will not earn income on those assets. When-issued transactions also are subject to the risk that a counterparty may become bankrupt or otherwise fail to perform its obligations due to financial difficulties, including making payments to the Fund. The Fund may obtain no or only limited recovery in a bankruptcy or other organizational proceedings, and any recovery may be significantly delayed.

Zero coupon and deferred interest securities Zero coupon or deferred interest bonds are debt securities that make no periodic interest payments until maturity or a specified date when the securities begin paying current interest (the "cash payment date"). Zero coupon and deferred interest bonds generally are issued and traded at a discount from their face amount or par value.

The original discount on zero coupon or deferred interest bonds approximates the total amount of interest the bonds will accumulate over the period until maturity or the first cash payment date and compounds at a rate of interest reflecting the market rate of the security at the time of issuance. The discount varies depending on the time remaining until maturity or the cash payment date, as well as prevailing interest rates, liquidity of the market for the security, and the perceived credit quality of the issuer. The discount, in the absence of financial difficulties of the issuer, typically decreases as the final maturity or cash payment date approaches. The discount typically increases as interest rates rise, the market becomes less liquid or the creditworthiness of the issuer deteriorates.

Because investors receive no cash prior to the maturity or cash payment date, an investment in debt securities issued at a discount generally has a greater potential for complete loss of principal and/or return than an investment in debt securities that make periodic interest payments. Such investments are more vulnerable to the creditworthiness of the issuer and any other parties upon which performance relies.

The following is a description of the general risks associated with the Fund's investments in municipal securities.

Credit quality All things being equal, the lower a security's credit quality, the higher the risk and the higher the yield the security generally must pay as compensation to investors for the higher risk.

A security's credit quality depends on the issuer's ability to pay interest on the security and, ultimately, to repay the principal. Independent rating agencies, such as Moody's and S&P, often rate municipal securities based on their analysis of the issuer's credit quality. Most rating agencies use a descending alphabet scale to rate long-term securities, and a descending numerical scale to rate short-term securities. Securities in the top four long term ratings categories (or comparable short-term rated or unrated securities) are "investment grade," although securities in the fourth highest rating may have some speculative features. These ratings are described at the end of this SAI under "Description of Ratings." Lower-rated securities may be subject to all the risks applicable to high-yield debt securities and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade debt securities.

A number of risks associated with rating organizations apply to the purchase or sale of investment grade debt securities.

An insurance company, bank or other foreign or domestic entity may provide credit support for a municipal security and enhance its credit quality. For example, some municipal securities are insured, which means they are covered by an insurance policy that guarantees the timely payment of principal and interest. Other municipal securities may be backed by letters of credit, guarantees, or escrow or trust accounts that contain high quality securities, including securities backed by the full faith and credit of the U.S. government to secure the payment of principal and interest.

Any limitations on the credit quality of the securities a Fund may buy generally are applied when the Fund makes an investment so that the Fund is not required to sell a security because of a later change in circumstances.

In addition to considering ratings in its selection of the Fund's portfolio securities, the investment manager may consider, among other things, information about the financial history and condition of the issuer, revenue and expense prospects and, in the case of revenue bonds, the financial history and condition of the source of revenue to service the bonds. Securities that depend on the credit of the U.S. government are regarded as having the same or equivalent rating as U.S. government securities.

Credit risk Debt securities are subject to the risk of an issuer's (or other party's) failure or inability to meet its obligations under the security. Multiple parties may have obligations under a debt security. An issuer or borrower may fail to pay principal and interest when due. A guarantor, insurer or credit support provider may fail to provide the agreed upon protection. A counterparty to a transaction may fail to perform its side of the bargain. An intermediary or agent interposed between the investor and other parties may fail to perform the terms of its service. Also, performance under a debt security may be linked to the obligations of other persons who may fail to meet their obligations. The credit risk associated with a debt security could increase to the extent that the Fund's ability to benefit fully from its investment in the security depends on the performance by multiple parties of their respective contractual or other obligations. The market value of a debt security is also affected by the market's perception of the creditworthiness of the issuer.

The Fund may incur substantial losses on debt securities that are inaccurately perceived to present a different amount of credit risk than they actually do by the market, the investment manager or the rating agencies. Credit risk is generally greater where less information is publicly available, where fewer covenants safeguard the investors' interests, where collateral may be impaired or inadequate, where little legal redress or regulatory protection is available, or where a party's ability to meet obligations is speculative.

Obligations under debt securities held by the Fund may never be satisfied or, if satisfied, only satisfied in part.

A change in the credit rating of any one or more of the municipal bond insurers that insure securities in the Fund's portfolio may affect the value of the securities they insure, the Fund's share price and Fund performance. The Fund might also be adversely impacted by the inability of an insurer to meet its insurance obligations.

Debt securities ratings The investment manager may perform its own independent investment analysis of securities being considered for the Fund's portfolio. The investment manager also considers the ratings assigned by various investment services and independent rating organizations, such as Moody's and S&P, that publish ratings based upon their assessment of the relative creditworthiness of the rated debt securities. Generally, a lower rating indicates higher credit risk. Higher yields are ordinarily available from debt securities in the lower rating categories. These ratings are described at the end of this SAI under "Description of Ratings."

Using credit ratings to evaluate debt securities can involve certain risks. For example, ratings assigned by the rating agencies are based upon an analysis completed at the time of the rating of the obligor's ability to pay interest and repay principal. Rating agencies typically rely to a large extent on historical data which may not accurately represent present or future circumstances. Ratings do not purport to reflect the risk of fluctuations in market value of the debt security and are not absolute standards of quality and only express the rating agency's current opinion of an obligor's overall financial capacity to pay its financial obligations. A credit rating is not a statement of fact or a recommendation to purchase, sell or hold a debt obligation. Also, credit quality can change suddenly and unexpectedly, and credit ratings may not reflect the issuer's current financial condition or events since the security was last rated. Rating agencies may have a financial interest in generating business, including from the arranger or issuer of the security that normally pays for that rating, and providing a low rating might affect the rating agency's prospects for future business. While rating agencies have policies and procedures to address this potential conflict of interest, there is a risk that these policies will fail to prevent a conflict of interest from impacting the rating. Additionally, legislation has recently been enacted in an effort to reform rating agencies. Rules have also recently been adopted by the SEC to require rating agencies to provide additional disclosure and reduce conflicts of interest, and further reform has been proposed. It is uncertain how such legislation or additional regulation might impact the ratings agency business and the investment manager's use of ratings in its investment process.

Extension risk The market value of some debt securities may be adversely affected when bond calls or prepayments on underlying assets are less or slower than anticipated. This risk is extension risk. Extension risk may result from, for example, rising interest rates or unexpected developments in the markets for the underlying assets. As a consequence, the security's effective maturity will be extended, resulting in an increase in interest rate sensitivity to that of a longer-term instrument. Extension risk generally increases as interest rates rise. This is because, in a rising interest rate environment, the rate of prepayment and exercise of call or buy-back rights generally falls and the rate of default and delayed payment generally rises. When the maturity of an investment is extended in a rising interest rate environment, a below-market interest rate is usually locked-in and the value of the security reduced. This risk is greater for fixed-rate than variable-rate debt securities.

Focus Because each state Fund predominantly invests in the municipal securities of its state, and the Double Tax-Free Income Fund focuses on the municipal securities of U.S. territories and currently primarily invests in municipal securities from Puerto Rico, its performance is closely tied to the ability of issuers of municipal securities in its state or territory to continue to make principal and interest payments on their securities. The issuers' ability to do this is in turn dependent on economic, political and other conditions within the state or territory. The ability of issuers of municipal securities to continue to make principal and interest payments is dependent in large part on their ability to raise revenues, primarily through taxes, and to control spending. Many factors can affect a state's revenues including the rate of population growth, unemployment rates, personal income growth, federal aid, and the ability to attract and keep successful businesses. A number of factors can also affect a state's spending including the need for infrastructure improvements, increased costs for education and other services, current debt levels, and the existence of accumulated budget deficits.

Income risk The Fund is subject to income risk, which is the risk that the Fund's income will decline during periods of falling interest rates or when the Fund experiences defaults on debt securities it holds. The Fund's income declines when interest rates fall because, as the Fund's higher-yielding debt securities mature or are prepaid, the Fund must re-invest the proceeds in debt securities that have lower, prevailing interest rates. The amount and rate of distributions that the Fund's shareholders receive are affected by the income that the Fund receives from its portfolio holdings. If the income is reduced, distributions by the Fund to shareholders may be less. Fluctuations in income paid to the Fund are generally greater for variable rate debt securities. The Fund will be deemed to receive taxable income on certain securities which pay no cash payments until maturity, such as zero-coupon securities. The Fund may be required to sell portfolio securities that it would otherwise continue to hold in order to obtain sufficient cash to make the distribution to shareholders required for U.S. tax purposes.

Inflation risk The market price of debt securities generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by the Fund. Debt securities that pay a fixed rather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically corresponded with long-term inflationary trends.

Inside information risk The investment manager (through its representatives or otherwise) may receive information that restricts the investment manager's ability to cause the Fund to buy or sell securities of an issuer for substantial periods of time when the Fund otherwise could realize profit or avoid loss. This may adversely affect the Fund's flexibility with respect to buying or selling securities.

Interest rate risk The market value of debt securities generally varies in response to changes in prevailing interest rates. Interest rate changes can be sudden and unpredictable. During periods of declining interest rates, the market value of debt securities generally increases. Conversely, during periods of rising interest rates, the market value of debt securities generally declines. This occurs because new debt securities are likely to be issued with higher interest rates as interest rates increase, making the old or outstanding debt securities less attractive. In general, the market prices of long-term debt securities or securities that make little (or no) interest payments are more sensitive to interest rate fluctuations than shorter-term debt securities. The longer the Fund's average weighted portfolio maturity, the greater the impact a change in interest rates will have on its share price.

Liquidity Liquidity risk exists when particular investments are or become difficult to purchase or sell at the price at which the Fund has valued the security, whether because of current market conditions or the specific type of investment. If the market for a particular security becomes illiquid (for example, due to changes in the issuer's financial condition), the Fund may be unable to sell such security at an advantageous time or price due to the difficulty in selling such securities. Additionally, the market for certain debt securities may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. Liquidity risk generally increases (meaning that securities become more illiquid) as the number, or relative need, of investors seeking to liquidate in a given market increases.

The Fund may also need to sell some of the Fund's more liquid securities when it otherwise would not do so in order to meet redemption requests, even if such sale of the liquid holdings would be disadvantageous from an investment standpoint. Reduced liquidity may also have an adverse impact on a security's market value and the sale of such securities often results in higher brokerage charges or dealer discounts and other selling expenses. Reduced liquidity in the secondary market for certain securities will also make it more difficult for the Fund to obtain market quotations based on actual trades for purposes of valuing the Fund's portfolio and thus pricing may be prone to error when market quotations are volatile, infrequent and/or subject to large spreads between bid and ask prices.

Management The investment manager's judgments about markets, interest rates or the attractiveness, relative values or potential appreciation of particular investment strategies or sectors or securities purchased for the Fund's portfolio may prove to be incorrect, all of which could cause the Fund to perform less favorably and may result in a decline in the Fund's share price.

The investment manager selects investments for the Fund based in part on information and data that the issuers of such securities file with various government agencies or make directly available to the investment manager or that the investment manager obtains from other sources. The investment manager is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not readily available. Additionally, legislative, regulatory, or tax developments may affect the investment techniques available to the investment manager in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve its investment goal. Management risk is greater when less qualitative information is available to the investment manager about an investment.

Market risk The market value of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably due to general market conditions which are not specifically related to a single security issuer. These general market conditions include real or perceived adverse economic or regulatory conditions, changes in interest or rates or adverse investor sentiment generally. Market values may also decline due to factors which affect a particular industry or sector, or a particular segment, such as municipal or government securities. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. When markets perform well, there can be no assurance that the Fund's securities will participate in or otherwise benefit from the advance.

Non-diversification The Double Tax-Free Fund is classified as non-diversified for purposes of the 1940 Act. This means it generally does, with respect to more than 25% of the Fund's assets, invest more than 5% of the Fund's assets (taken at market value at the time of purchase) in the outstanding securities of any single issuer and/or owns more than 10% of the outstanding voting securities of any one issuer. However, the Fund intends to meet certain diversification requirements for tax purposes. Generally, to meet federal tax requirements at the close of each quarter, the Fund will not invest more than 25% of its total assets in any one issuer and, with respect to 50% of total assets, will not invest more than 5% of its total assets in any one issuer or more than 10% of the issuer's outstanding voting securities.

For purposes of calculating diversification, each political subdivision, agency, or instrumentality, each multi-state agency of which a state is a member, and each public authority that issues private activity bonds on behalf of a private entity, is considered a separate issuer. Escrow-secured or defeased bonds are not generally considered an obligation of the original municipality when determining diversification. These limitations do not apply to U.S. government securities and regulated investment companies, and may be revised if applicable federal income tax requirements are revised without obtaining shareholder approval.

Because the Fund generally invests a greater portion of its assets in the securities of one or more issuers and/or invests overall in a smaller number of issuers than a diversified fund, the Fund may be more sensitive to a single economic, business, political, regulatory or other occurrence or to the financial results of a single issuer than a more diversified fund might be. Similarly, the Fund's credit risk increases as more of the Fund's assets are invested in a smaller number of issuers.

Portfolio turnover Portfolio turnover is a measure of how frequently the Fund's portfolio securities are bought and sold. High portfolio turnover rates generally increase transaction costs, which are Fund expenses. Such portfolio transactions may also result in the realization of taxable capital gains, including short-term capital gains, which are generally taxable at ordinary income tax rates for federal income tax purposes for shareholders subject to income tax and who hold their shares in a taxable account. Higher transaction costs reduce the Fund's returns.

The SEC requires annual portfolio turnover to be calculated generally as the lesser of a fund's purchases or sales of portfolio securities during a given fiscal year, divided by the monthly average value of the Fund's portfolio securities owned during that year (excluding securities with a maturity or expiration date that, at the time of acquisition, was less than one year). For example, a fund reporting a 100% portfolio turnover rate would have purchased and sold securities worth as much as the monthly average value of its portfolio securities during the year. The portfolio turnover rates for the Fund are disclosed in the sections entitled "Portfolio Turnover" and "Financial Highlights" of the Fund's prospectus.

Portfolio turnover is affected by factors within and outside the control of the Fund and its investment manager. The investment manager's investment outlook for the type of securities in which the Fund invests may change as a result of unexpected developments in domestic or international securities markets, or in economic, monetary or political relationships. High market volatility may result in the investment manager using a more active trading strategy than it might have otherwise pursued. The Fund's investment manager will consider the economic effects of portfolio turnover but generally will not treat portfolio turnover as a limiting factor in making investment decisions. Investment decisions affecting turnover may include changes in investment policies or management personnel, as well as individual portfolio transactions.

Prepayment risk Debt securities, especially bonds that are subject to "calls," are subject to prepayment risk if their terms allow the payment of principal and other amounts due before their stated maturity. Amounts invested in a debt security that has been "called" or "prepaid" will be returned to an investor holding that security before expected by the investor. In such circumstances, the investor, such as a fund, may be required to re-invest the proceeds it receives from the called or prepaid security in a new security which, in periods of declining interest rates, will typically have a lower interest rate. Prepayment risk is especially prevalent in periods of declining interest rates.

Securities subject to prepayment risk are often called during a declining interest rate environment and generally offer less potential for gains and greater price volatility than other income-bearing securities of comparable maturity.

Call risk is similar to prepayment risk and results from the ability of an issuer to call, or prepay, a debt security early. If interest rates decline enough, the debt security's issuer can save money by repaying its callable debt securities and issuing new debt securities at lower interest rates.

State and U.S. Territory Risks

State Because each state Fund predominantly invests in the municipal securities of its state, its performance is closely tied to the ability of issuers of municipal securities in its state to continue to make principal and interest payments on their securities. The issuers' ability to do this is in turn dependent on economic, political and other conditions within the state. Below is a discussion of certain conditions that may affect municipal issuers in the Fund's various states. It is not a complete analysis of every material fact that may affect the ability of issuers of municipal securities to meet their debt obligations or the economic or political conditions within any state and is subject to change. The information below is based on data available to the Fund from historically reliable sources, but the Fund has not independently verified it. In addition, the information provided is updated only through the information available as of the date of this SAI. The information and risks set forth below could change quickly and without notice due to additional information available, market or economic changes or other unforeseen events, among other things.

The ability of issuers of municipal securities to continue to make principal and interest payments is dependent in large part on their ability to raise revenues, primarily through taxes, and to control spending. Many factors can affect a state's revenues including the rate of population growth, man-made or natural disasters, unemployment rates, personal income growth, federal aid, and the ability to attract and keep successful businesses. A number of factors can also affect a state's spending including the need for infrastructure improvements, increased costs for education and other services, current debt levels, and the existence of accumulated budget deficits.

The following gives more information about the risks of investing in the Fund. Please read this information together with the section "Principal Risks" in the prospectus.

Massachusetts. The economy of Massachusetts continues to show improvements with job growth that outperforms the nation. At the end of March 2012, the commonwealth's unemployment rate stood at 6.5%, well ahead of the national unemployment rate of 8.2%. In addition, Massachusetts’ current unemployment rate marks a notable improvement over the commonwealth’s peak unemployment rate of 10.4% in January 2010. Employment growth has been driven by job growth in technology, educational services, financial services, and the health care sector. Over 33% of the commonwealth's residents maintain a bachelor's degree or higher, which has helped attract significant high-tech and healthcare related jobs to the commonwealth. Employment growth over future years could be impacted, however, by anticipated cuts in federal spending for health care services. The commonwealth's economy benefits from the high wealth level of its residents. Per-capita household income amounts to $51,552, which ranks 2nd highest amongst all states. As of July 2011, the commonwealth's population is an estimated 6,587,536, a slight 0.6% increase from the 2010 population of 6,547,629. The commonwealth has one of the lowest population growth rates in the nation.

The economic recovery is translating into an improved fiscal position for the commonwealth. For fiscal year-end 2011, the commonwealth recorded a $1.2 billion surplus, and the surplus was due to better than projected revenue collections. The governor allocated a portion of the surplus funding towards rebuilding the balance in the state’s Budget Stabilization Fund (BSF), and following the transfer of the surplus monies, the balance in the BSF was $1.4 billion, compared with $670 million in fiscal year 2010. For fiscal year 2012, the commonwealth enacted a $30.6 billion budget, and after the first four months of the fiscal year, the revenue forecast was revised upwards by $395 million to $21 billion due to a strong year-to-date performance in all of the major tax sources. Due to a statutory limitation on revenue growth, the commonwealth was required to lower the income tax rate on January 1, 2012 from 5.3% down to 5.25%. The cut is projected to reduce income tax collections by $56 million for the remainder of the current fiscal year, and by $117 million in fiscal year 2013. Despite the decline in the income tax rate, actual revenue collections through February 2012 amounted to $252 million, which is 2.6% higher than the prior year period. The fiscal year 2012 budget also includes a 2.1% ($666 million) reduction in state expenditures and a $200 million draw on the BSF. The actual size of the draw, however, could decline if revenue collections continue to exceed the budget. Under the assumption of a $200 million draw, the projected fund balance in the BSF at fiscal year-end is $1.3 billion. The commonwealth is focused on building the balance of reserves in the BSF and the state is now dedicating any capital gains revenues in excess of $1 billion to restore the fund balance in the BSF.

Massachusetts has one of the highest debt burdens in the nation. Net tax supported debt amounts to $30.0 billion, of which $18.4 billion is general obligation debt. Debt-per-capita of $4,636 is high in comparison with the 50-state median of $1,066. In addition, net tax supported debt as a percentage of personal income is high at 9.5% (compared with the state median of 2.8%). The state’s capital investment plan through 2015 amounts to $18 billion, of which, $9.5 billion is projected to be financed with the issuance of new debt. The unfunded pension liability is an estimated $20 billion, and the funded ratio is an estimate 68.7%. Massachusett's pension obligations will likely decline over future years, however, due to recently enacted legislation which extends the amortization period for the unfunded liability from 2025 out to 2040. The commonwealth has implemented a debt management plan whereby annual debt service cannot exceed 8% of annual revenues in any given year, and the commonwealth has also established a trust fund to accumulate assets towards funding the unfunded pension liability. As of June 2011, the balance in the trust was $350.5 million.

Moody’s and S&P’s maintain long-term credit ratings on the state of Aa1 and AA+, respectively.

New Jersey. New Jersey has a large and diverse economy that benefits from its proximity and access to the New York metropolitan area. New Jersey also has some of the highest resident wealth levels in the nation. The state's economy has weakened significantly over the past few years and economic recovery is expected to lag that of the nation. The state’s non-farm employment continued to decline through June 2011; however, as of February 2012, it had increased 1.3% year-over-year, which is the eighth straight month of employment growth. New Jersey’s annual employment growth is expected to be approximately 1.5% through 2015, compared to 1.7% and 1.4% for New York and Connecticut, respectively. Despite positive employment results in recent months, the state’s unemployment rate remains elevated at 9% as of February 2012, compared to 8.3% for the nation. The state’s economic recovery is benefiting from growth in healthcare, retail and professional services; however, its manufacturing, finance and public sectors continue to struggle.

Due to the recession, the state experienced a 15% decrease in tax revenues from fiscal year 2008 through fiscal year 2010, resulting in a drop in fund balance, weakening liquidity levels requiring the state to increase its short-term note borrowings, and increased reliance on one-time revenues to plug budget deficits. Although the state reduced its fiscal year 2010 budget downward by $121 million, decreasing beginning fund balance to $614 million, the state experienced a $1.2 billion revenue shortfall during fiscal year 2010, which, coupled with $872 million in supplemental appropriations, generated a $2.1 billion budget deficit. The state implemented $175 million in revenue enhancements and denied $2.03 billion of its fiscal year 2010 appropriations, including $475 million meant for local schools and $100 million in pension contributions, in order to balance its fiscal year 2010 budget. Despite fund balance declines during the past few years, in fiscal year 2010, the state’s unreserved, undesignated fund balance (General Fund and Property Tax Relief Fund) experienced growth of $190 million and remained positive at $804 million or 2.8% of revenues. However, the positive fund balance is largely the result of the state’s ongoing use of bond proceeds to finance operations (which is no longer allowed in the constitution) and consistent underfunding annual pension contributions. The state’s fixed costs – debt service, pension contributions and Other Post Employment Benefits (OPEBs) – accounted for 13% of total state revenue in fiscal year 2010, and could increase to as much as 30% of state revenues within eight years.

The state began its fiscal year 2011 budget process with a $10.7 billion projected deficit, which was resolved with substantial budget reductions, including deferring the $3 billion pension funding contribution, implementing $1.7 billion in school aid cuts, suspending property tax rebates, which generated $850 million in non-recurring savings, and reducing inflationary rebate increases by $1.2 billion. Additionally, the state generated $410 million in savings with a debt restructuring. During fiscal year 2011 Governor Christie utilized his broad powers to reduce expenditures. He also introduced an executive budget, declared a fiscal emergency, proposed constitutional caps on property taxes and government spending, and proposed implementing reform for pensions, OPEBs and collective bargaining rights. Unassigned operating fund balance increased from $804 million in fiscal year 2010 to $864 million in fiscal year 2011, and the state improved its liquidity position from $1.1 billion to $2.5 billion.

The fiscal year 2012 adopted budget reflected a 1.8% decrease compared to fiscal year 2011; however, the Governor requested $824 million supplemental fiscal year 2012 appropriations to provide transitional aid to cities and to mitigate approximately $467 million of health benefit and Medicaid savings that were not realized. As a result, the state’s expected operating surplus dropped from $873 million in fiscal year 2011 to $588 million in fiscal year 2012. Tax revenues were projected to increase 4% in 2012, compared to actual growth of 2.2% experienced in 2011. Through February 2012 revenues were tracking above fiscal year 2011 levels; however, actual revenues were underperforming the budget by 1.7% as sales taxes were trailing projections by 1.5%, income taxes by 0.9% and lottery revenues by 3.8%. The shortfall in revenues reduced the state’s liquidity. No fiscal year 2012 expenditures were deferred. Cash balances in funds outside of the general fund are currently $801 million.

The state’s fiscal year 2013 budget is balanced and reflects a 3.7% increase over the revised fiscal year 2012 budget due to rising pension and health care costs, an increase in education funding and rising debt service obligations. The budget reflects a projected $50 million increase in estimated fiscal year 2012 revenues over the adopted fiscal year 2012 budget. In the event this increase in revenues is not realized, ending fund balance will drop below the state’s current projections. During fiscal year 2013 the state must offset a $531 million revenue loss from various tax cuts. The state balanced its budget with $700 million in expenditure cuts, a heavy reliance on one-time budget measures and aggressive projected revenue growth of $2.2 billion or 7.3%. However, when the impact of the tax cuts are incorporated, revenues would actually have to increase by 8.4% to generate $2.2 billion in new revenues. New Jersey’s revenue trends over the past several years indicate that in order to achieve revenue growth of 8.4%, the state must see significant economic recovery during the fiscal year. Through February 2012, fiscal year 2012 revenues increased 4.3% from fiscal year 2011 levels and were underperforming projections by 1.7%.

The state's pension fund saw its funded ratio drop from 65% to 61% during fiscal year 2011 driven by ongoing smoothing of investment losses and the state’s repeated underfunding of its annual required contribution. In fiscal year 2010 and fiscal year 2011 the state contributed 0% of its annual pension payment contribution, and in the past five fiscal years the state’s aggregate unfunded pension contributions have grown to $9.1 billion, resulting in a high unfunded pension liability of approximately $37 billion. In June 2011 the state adopted pension reforms to reduce benefits and increase employee contributions. However, savings from the reform will be nullified by the impact of the state’s annual pension contribution increasing from 0% to 100% over the seven year period beginning in fiscal year 2012. However, because of the phased-in requirements of the pension reform, the funded ratio is projected to drastically decline before the state is required to make full annual contributions. The state also faces a $66.8 billion unfunded OPEB liability, up from $56.8 billion in fiscal year 2010, and the annual required OPEB contribution is approximately $4.9 billion. New Jersey finances its OPEBs on a pay-as-you-go basis, projected to be $1.7 billion in fiscal year 2012. Additionally, New Jersey has one of the highest debt burdens nationwide.

As of April 2012, S&P rates New Jersey AA- with a stable outlook, Moody's rates the state Aa3 with a stable outlook, and Fitch rates the state AA with a stable outlook.

U.S. Territories Since the Double Tax-Free Fund focuses on the municipal securities of U.S. territories, and currently invests primarily in Puerto Rican municipal securities, and each other Fund may invest up to 35% of its assets in municipal securities issued by U.S. territories, the ability of municipal issuers in U.S. territories to continue to make principal and interest payments also may affect the Fund's performance. As with municipal issuers, the ability to make these payments is dependent on economic, political and other conditions. Below is a discussion of certain conditions within some of the territories where the Fund may invest. It is not a complete analysis of every material fact that may affect the ability of issuers of U.S. territory municipal securities to meet their debt obligations or the economic or political conditions within the territories and is subject to change. It is based on data available to the Fund from historically reliable sources, but it has not been independently verified by the Fund. In addition, the information provided is updated only through the information available as of the date of this SAI. The information and risks set forth below could change quickly and without notice due to additional information available, market or economic changes or other unforeseen events, among other things.

Guam. The island of Guam has an estimated population of 159,358. Its economy is driven by tourism and U.S. military activity. The government of Guam also receives significant support from the U.S. Treasury. Japan accounts for a substantial amount of Guam's tourism (72% of visitors for 2011), which makes the island's economy very sensitive to fluctuations in the Japanese economy. Economic weakness in Japan and other parts of Asia has had a negative impact on Guam tourism. Combined with a typhoon in 1997, a super-typhoon in 2002, the September 11, 2001 terrorist attacks ("9/11"), Severe Acute Respiratory Syndrome (SARS) and the war in Iraq, tourism declined in the early to mid-part of this decade. However, tourism has seen improvement in recent years, helped by favorable weather and a steadying Japanese economy. In August 2007, visitor arrivals hit the highest mark since 9/11 and calendar year 2007 arrivals increased 1.1% from 2006. However, since then arrivals have dropped off which Guam attributes to the global recession. In 2008, visitors declined 6.8% and in 2009, visitors declined 7.8%. Guam started seeing improvement in 2010 with year-over-year growth of 11% by December 2010. Tourism declined in March 2011 after the Japanese earthquake and tsunami, but the government believed that tourism was back to traditional levels as of August 2011. Despite the growth at year end, overall tourism for the 2011 year declined.

Employment has been quite volatile on Guam since 1998. Total employment reached a peak of 62,350 in March of 1999. Small increases followed in 2000 and 2001, but then employment fell by nearly 10% in early 2002. Employment slowly increased, reaching 60,840 in December 2008, 61,220 in December 2009 and 62,600 in December 2010. Guam attributed the 2010 growth to services and wholesale trade. Projections for 2011 showed further growth to about 64,000. The unemployment rate remains high and was 13.3% in March 2011, the last time it was calculated by the U.S. Bureau of Labor Statistics.

The U.S. military presence on Guam has always been a positive contributor to the economy. Its strategic location close to Asia has increased its importance in the overall military strategy of the U.S. Guam had been planning for a significant buildup after a relocation of nearly 8,000 Marines and their 9,000 dependents to Guam from Okinawa, Japan sometime between 2014 and 2018. However, it now appears that this will not happen to the extent originally planned.

Guam's overall financial condition has deteriorated due to a number of misfortunes, mismanagement and economic weakness. Natural disasters, the economic crisis in Japan, and the events of 9/11 have all contributed to Guam's financial hardship. Guam has seen negative financial results for most of the past decade. As a result, its fiscal year 2007 accumulated deficit had grown to almost $523 million. Guam has seen some recent improvement in its financial condition. Guam was able to post a small surplus in fiscal year 2007 followed by larger ones in fiscal year 2008 and 2009. Guam’s fiscal year 2010 results were worse than projected. It posted an operating deficit of about $9.0 million. While this was an improvement from fiscal year 2009, its overall deficit was nearly $71 million, since it didn't carry out the same level of deficit bonding that it did in 2008 and 2009. For the fiscal year 2011, the government projected its accumulated deficit would decrease slightly to $345 million from $336 million in fiscal year 2010. It has a large unfunded liability in its pension fund and a large liability to its residents for unpaid tax refunds. The government issued debt in 2007, and again in 2011, to fund some of these liabilities, restructure debt and pay debt service on current obligations for which cash was not available. Guam expected to continue this with additional debt in mid-May 2012. The fiscal year 2012 budget was about 4.8% larger than the 2011 budget. Guam has identified several steps that can be taken to improve its financial condition, but successful implementation is uncertain. The expected economic boost from the military buildup could also improve the territory's financial picture, but it is unclear whether Guam will be able to erase its fiscal deficits in the foreseeable future.

As of April 2012, S&P has assigned a rating of B+ to Guam's general obligation debt with a stable outlook.

Mariana Islands. The Mariana Islands became a U.S. territory in 1975. At that time, the U.S. government agreed to exempt the islands from federal minimum wage and immigration laws in an effort to help stimulate industry and the economy. As a result, the islands were able to build a large garment industry which at one time encompassed 40% of the economy, and its rapid growth from 1980-1995 helped put the Commonwealth of the Northern Mariana Islands (CNMI) at the top of the list of economic growth worldwide. Critical to this growth was duty-free access to U.S. markets and local authority over immigration and the minimum wage. However, in 2005 when the World Trade Organization (WTO) eliminated quotas on apparel imports from other textile producing countries, the CNMI lost its main competitive advantage. In 2007, the CNMI's immigration and minimum wage laws were federalized. The CNMI must now follow all U.S. immigration and minimum wage laws. The minimum wage which was $3.05 has been increasing by $0.50 each year until 2015 when it reaches the current U.S. minimum wage. This has raised the production costs to a level that renders the garment industry uncompetitive. Also, under new immigration laws, all non-U.S. born residents must leave the CNMI by 2012 unless they qualify for a working visa. As a result of these changes, the garment industry started a rapid decline which has affected jobs, population, income and government revenues.

Tourism, now the main economic driver other than government, continues to weaken. The CNMI continues its heavy dependence on Asian markets for tourism. In 2008, 51% of visitors were from Japan, 26% from Korea and 12% from Russia and China. Tourism hit its high in 2004 with 589,000 visitors. However, arrivals dropped by 30% by 2008 to 408,000 largely due to the loss of direct flights from Japan. To diversify its visitor base, the CNMI has been targeting Russia and China. Tourism is showing some signs of improvement. Arrivals as of November 2010 were up 18% compared to a year earlier, but it is important to note that this was still 14% below what it was in November 2008. Tourists from Japan are a significant part of the tourism base in the CNMI, and the March 2011 earthquake and tsunami resulted in decreased tourism from Japan. Visitor arrivals were down 15% in September 2011 but since then have been showing some improvement. As of January 2012, visitor arrivals had increased 10% compared to January 2011.

The CNMI financials have been in a deficit position since 1994. At the end of fiscal year 2009, the commonwealth had an accumulated deficit of $273 million. In fiscal year 2009, revenues were under budget by 11.8% as a result of economic weakness. The large accumulated deficit was created from years of deficit operations resulting from both incorrect revenue and expenditure assumptions and the consequences from not adopting a budget. The CNMI has a history of not adopting budgets which means it spends at the prior budget's levels, which in some cases were four years old. As a result it was spending more than it collected in revenue. As a result of the significant deficits, the CNMI is often forced to forego funding its retirement to meet cash obligations. The elimination of retirement funding has also left the pension fund grossly underfunded. The government is experiencing liquidity problems and the fiscal year 2012 budget includes a 20% salary cut for many government employees. The budget continues to shrink as revenues decline and the fiscal year 2012 budget was $102 million, the same level as 1990. The governor's proposed fiscal year 2013 budget is flat at $102 million.

The population of all the islands combined was 53,883 according to the 2010 Census which represents a 22.2% decline from the 2000 Census population of 69,221.

As of April 2012, Moody's rated the commonwealth B2 and S&P rated it B+.

Puerto Rico. The Commonwealth of Puerto Rico is the fourth largest island in the Caribbean and an estimated 3.7 million people call it home. Puerto Rico's economy has traditionally tracked that of the U.S. mainland. However, Puerto Rico entered its own recession about two years prior to the mainland entering its recession. Tourism, an important component of the Puerto Rican economy, had improved in late 2007 and early 2008. However, with the U.S. recession, tourism slowed down and had a negative effect on the economy and tax revenues. Hotel occupancy rates dropped from 64% in December 2007 to 59% in December 2008, but they rose to 64.7% in November 2009 and 68.9% as of June 2011. Since 2002, the commonwealth reports its economy has been expanding at a moderate annual rate of 2.3%, but over the past several years, several key economic indicators have begun to indicate a significant slowing of activity. For fiscal years 2008, 2009 and 2010, the real gross national product declined 2.9%, 4.0% and 3.8% respectively. The Puerto Rico Planning Board projected that real gross national product would decline 1.0% in 2011 but rise by 0.9% in fiscal year 2012 and rise by 1.1% in fiscal year 2013.

The island's unemployment rate dropped from 13.6% in 1998 down to an average of 10.6% as of 2005 after which it rose annually to 16 % in fiscal year 2010. Unemployment dropped slightly at fiscal year end 2011 and was estimated at 16.1% in October 2011. Non-farm jobs were projected to have dropped 2.3% at fiscal year end 2011 as compared to 2010. Losses were highest in the government sector which had a year-over-year decline in jobs of 4.9% at fiscal year end 2011. Jobs look to have dropped another 0.8% through the first quarter of fiscal year 2012. Manufacturing also shed 4.1% of its jobs. Services, on the other hand, have been a bright spot with non-farm payroll growth of 2.1% as of fiscal year end 2011. The government sector has seen a 12.3% reduction in non-farm payrolls over the past two years as the governor has tried to get government expenses under control. Private sector jobs have not been growing at a fast enough pace to absorb the losses on the public sector side. The largest employment sectors include services (33%), government (29%), trade (17%) and manufacturing (9%). While the manufacturing sector only makes up 9% of employment, it is the largest sector in terms of gross domestic product. The manufacturing sector has undergone some major changes as pharmaceuticals, biotechnology and technology became growth areas in the 1990s. However, this trend has reversed in the last several years. Pharmaceutical manufacturing employment declined 30% from fiscal years 2007 to 2011.

The commonwealth has had deficit financial results for ten years. Its financial situation reached a critical point in May 2006, when the government disclosed a significant budget gap of $738 million for that fiscal year. After a political impasse, the Governor ordered the closing of certain non-essential government offices and schools due to the lack of money available for operations. A four-person commission of non-elected citizens was charged with resolving the fiscal crisis, the largest resolution of which was implementation of a sales tax.

A new administration took over in January 2009, with the challenge of dealing with a $3.2 billion deficit for fiscal year 2009. The Governor announced and began implementing a Fiscal Stabilization and Economic Reconstruction Plan which was a comprehensive overhaul of the government, both financially and organizationally. The main components of the fiscal year 2010 plan included job cuts, several temporary tax increases, increased tax enforcement, a reorganization of the government and a combination of the federal and a local stimulus plan. The commonwealth was unable to realize all of its goals, but did make notable progress. The commonwealth estimated that revenues increased 5.8% or $449.3 million in fiscal year 2011 bringing total revenues to $8.165 billion. Individual income taxes declined by $407 million or 15.7% as a result of tax reform, but an excise tax that was implemented raised $678 million. Expenditures were $9.153 billion with the gap financed largely by debt. The fiscal year 2012 General Fund budget estimated revenues would be $8.65 billion and expenditures estimated at $9.260 billion. The gap will be financed again with moneys from debt borrowing. Through February 2012, revenues were $81 million above the same period in fiscal year 2011 and $38 million ahead of budget.

While Puerto Rico's debt per capita levels are at the higher end of the spectrum compared to U.S. states, this is partly explained by the fact that Puerto Rico generally centralizes the majority of its debt issuance at the territory level. These debt levels have increased as Puerto Rico financed significant capital and infrastructure improvements. Puerto Rico continues to maintain a large unfunded pension liability of almost $25 billion that risks running out of money as early as 2014. It also has an unfunded other post-employment benefits (OPEB) liability of $2.3 billion. The commonwealth issued pension obligation bonds in early 2008, which helped, but have not solved the pension issues. The bonds were secured by future employer contributions.

As of June 2012, S&P rated Puerto Rico's general obligation debt at BBB, with a negative outlook. Moody's rated the island's general obligation debt Baa1 with a negative outlook. Fitch, which recently began rating Puerto Rico assigned a BBB+ rating with a stable outlook.

Puerto Rico continues to face challenges from the 1996 passage of a bill eliminating Section 936 of the Internal Revenue Code. This section had given certain U.S. corporations operating in Puerto Rico significant tax advantages. These incentives had helped drive Puerto Rico's economic growth, especially with the development of its manufacturing sector. U.S. firms that had benefited from these incentives provided a significant portion of Puerto Rico's revenues, employment and deposits in local financial institutions. The Section 936 incentives were phased out over a 10-year period ending in 2006. In fiscal year 2010, manufacturing provided 46% of Puerto Rico's gross domestic product and 9% of non-farm payroll employment.

Outstanding issues relating to the potential for a transition to statehood may also have broad implications for Puerto Rico and its financial and credit position. The U.S. House of Representatives has considered legislation that would allow the residents of Puerto Rico to vote on its political status. If approved by Congress, Puerto Ricans would first hold a referendum asking residents if they prefer to be a self-governing commonwealth or to change the island's status. If a majority votes for a different status, the island would then hold a second election to decide what status they want. One of these options is statehood.

U.S. Virgin Islands. Approximately 117,000 people reside in the U.S. Virgin Islands, which include 70 small islands and cays. As of September 2011, the U.S. Virgin Islands saw unemployment of 9.7% which was higher than the September 2010 level of 8.3%. Wealth levels remain significantly below those realized in the United States, although per capita income has been increasing steadily. The economy of the U.S. Virgin Islands is driven by tourism, which typically accounts for approximately 80% of gross domestic product and a significant share of employment. The local tourism industry was hit hard after the events of 9/11, but tourism activity experienced a modest recovery beginning in 2004. Recovery halted in 2009 due to the global financial crisis, and total visitor arrivals decreased by 7.9% during the year. Visitor arrivals have seen some recovery and through May 2010 visitor arrivals had increased 14.1% over 2009. The majority of the islands' visitors arrive via cruise ships, and total cruise ship arrivals decreased by 9.9% in 2009. Hotel occupancy rates had been above 60% since 2004, including average rates of 60.0% in 2008 and 64.6% in 2007. In 2009, hotel occupancy declined to 56.2%. Private sector jobs comprise approximately 70% of all non-farm jobs, led by leisure & hospitality services and trade. Manufacturing represents approximately 5.0% of employment, and construction represents approximately 5.5%. In mid-February 2012, the Hovensa oil refinery on St. Croix was closed. This will be a big detractor to the economic recovery, as the refinery was the territory's largest employer and layoffs totaling 2,000, or approximately 5% of total employment are expected to result.

The U.S. Virgin Islands government carries a large public sector payroll and taxes continue to account for a huge share of General Fund revenues. In fiscal year 2009, taxes represented 83% of total revenues down from 92% of total revenues in fiscal year 2008. After recent financial performance had improved significantly following numerous years of budget imbalances in fiscal years 2007 and 2008, fiscal year 2009 saw a steep decline in the General Fund balance. This was primarily a result of a 37% decline in tax revenue to $400.3 million. This resulted in total revenues declining by 29% to $483.0 million. Expenditures remained extremely high, but did see a slight decline of 1% to $877.2 million. The large operating deficit of $394.2 million resulted in a negative fund balance of $55.4 million in fiscal year 2009, following a positive fund balance in fiscal year 2008 of $147.3 million. The fiscal year 2009 ending fund balance equaled negative 6.3% of expenditures. Securitized tax revenues have been sufficient to cover debt service and supplement the General Fund. The government has implemented a number of deficit reducing measures including withholding of local gross receipt taxes of government invoice payments, increasing local taxes such as property tax assessments on time-shares and gross tax receipts, exerting greater control of expenses and executing a tax amnesty for gross receipt taxes. Financial results for fiscal years 2010 and after are not available at this time.

In October 1999, the government and the U.S. Department of Interior entered into a Memorandum of Understanding stipulating that federal grants would be awarded contingent on several financial performance and accountability standards being met that demonstrate improvement in the economic and financial condition of the islands. In recent years, the government has tried to improve its financial profile by implementing several cost-cutting measures, including renegotiating debt obligations, consolidating departments, cutting health care costs, hiring freezes, and a reduction in overtime.

Policies and Procedures Regarding the Release of Portfolio Holdings

The Fund's overall policy with respect to the release of portfolio holdings is to release such information consistent with applicable legal requirements and the fiduciary duties owed to shareholders. Subject to the limited exceptions described below, the Fund will not make available to anyone non-public information with respect to its portfolio holdings, until such time as the information is made available to all shareholders or the general public.

For purposes of this policy, portfolio holdings information does not include aggregate, composite or descriptive information that does not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading for the Fund. Information excluded from the definition of portfolio holdings information generally includes, without limitation: (1) descriptions of allocations among asset classes, regions, countries or industries/sectors; (2) aggregated data such as average or median ratios, market capitalization, credit quality or duration; (3) performance attributions by industry, sector or country; or (4) aggregated risk statistics. Such information, if made available to anyone, will be made available to any person upon request, but, because such information is generally not material to investors, it may or may not be posted on the Fund's website. In addition, other information may also be deemed to not be portfolio holdings information if, in the reasonable belief of the Fund's Chief Compliance Officer (or his/her designee), the release of such information would not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading for the Fund.

Consistent with current law, the Fund releases complete portfolio holdings information each fiscal quarter through regulatory filings with no more than a 60-day lag.

In addition, a complete list of the Fund's portfolio holdings is generally released no sooner than 20 calendar days after the end of each calendar quarter. Commentaries and other materials that may reference specific holdings information of the Fund as of the most recent calendar quarter end are also subject to the same 20-day lag requirement. Other descriptive information, such as the Fund's top 10 holdings, may be released monthly, no sooner than five days after the end of each month. Released portfolio holdings information can be viewed on franklintempleton.com.

To the extent that this policy would permit the release of portfolio holdings information regarding a particular portfolio holding for the Fund that is the subject of ongoing purchase or sale orders/programs, or if the release of such portfolio holdings information would otherwise be sensitive or inappropriate, the portfolio manager for the Fund may request that the release of such information be withheld.

Exceptions to the portfolio holdings release policy will be made only when: (1) the Fund has a legitimate business purpose for releasing portfolio holdings information in advance of release to all shareholders or the general public; (2) the recipient is subject to a duty of confidentiality pursuant to a signed non-disclosure agreement; and (3) the release of such information would not otherwise violate the antifraud provisions of the federal securities laws or fiduciary duties owed to Fund shareholders. The determination of whether to grant an exception, which includes the determination of whether the Fund has a legitimate business purpose for releasing portfolio holdings information in advance of release to all shareholders or the general public shall be made by the Fund's Chief Compliance Officer or his/her designee, following a request submitted in writing.

The eligible third parties to whom portfolio holdings information may be released in advance of general release fall into the following categories: data consolidators (including rating agencies), fund rating/ranking services and other data providers, service providers to the Fund, and municipal securities brokers using the Investor Tools product which brings together buyers and sellers of municipal securities in the normal operation of the municipal securities markets. In addition, should the Fund process a shareholder’s redemption request in-kind, the Fund may, under certain circumstances, provide portfolio holdings information to such shareholder to the extent necessary to allow the shareholder to prepare for receipt of such portfolio securities.

The specific entities to whom the Fund may provide portfolio holdings in advance of their release to the general public are:

Bloomberg, Capital Access, CDA (Thomson Reuters), FactSet, Fidelity Advisors, Standard & Poor's, Vestek, and Fidelity Trust Company, all of whom may receive portfolio holdings information 15 days after the quarter end.
Service providers to the Fund that receive portfolio holdings information from time to time in advance of general release in the course of performing, or to enable them to perform, services for the Fund, including: Custodian Bank: The Bank of New York Mellon; Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP; Outside Fund Legal Counsel: Stradley Ronon Stevens & Young, LLP; Independent Directors'/Trustees' Counsel: Bleakley, Platt & Schmidt, LLP; Proxy Voting Services: Glass, Lewis & Co., LLC and Institutional Shareholder Services, Inc.; Brokerage Analytical Services: Sanford Bernstein, Brown Brothers Harriman, Royal Bank of Canada Capital Markets, JP Morgan Securities Inc.; Financial Printers: RR Donnelley & Sons Company or GCOM Solutions, Inc.

In all cases, eligible third parties are required to execute a non-disclosure agreement. Non-disclosure agreements include the following provisions:

The recipient agrees to keep confidential, and to limit the dissemination of, any portfolio holdings information received.
The recipient agrees not to trade on the non-public information received, including some or all of the following: (1) agreeing not to purchase or sell any portfolio securities based on any information received; (2) agreeing not to trade against any U.S. registered Franklin or Templeton fund, including the Fund; (3) agreeing not to knowingly engage in any trading practices that are adverse to any such fund; and (4) agreeing not to trade in shares of any such fund.
The recipient agrees to refresh its representation as to confidentiality and abstention from trading upon request from Franklin Templeton.

In no case does the Fund receive any compensation in connection with the arrangements to release portfolio holdings information to any of the above-described recipients of the information.

Several investment managers within Franklin Templeton Investments (F-T Managers) serve as investment managers to offshore funds that are registered or otherwise authorized for sale with foreign regulatory authorities. The release of portfolio holdings information for such offshore funds is excluded from the Fund's portfolio holdings release policy if such information is given to offshore banks, broker-dealers, insurance companies, registered investment managers and other financial institutions (offshore investment managers) with discretionary authority to select offshore funds on behalf of their clients. Because such offshore funds may from time to time invest in securities substantially similar to those of the Fund, there is the risk that such portfolio holdings information may be used to trade inappropriately against the Fund. To mitigate such risks, such information may only be disclosed for portfolio analytics, such as risk analysis/asset allocation, and the offshore investment manager will be required to execute a non-disclosure agreement, whereby such offshore investment manager: (1) agrees to maintain such information as confidential, including limiting the dissemination of such information, (2) is prohibited from trading on the information received, including (a) purchasing or selling any portfolio securities based on any information received; (b) trading against any U.S. registered Franklin or Templeton fund, including the Fund; (c) knowingly engaging in any trading practices that are adverse to any such fund; and (d) trading in shares of any such fund that is substantially similar to the offshore fund, and (3) agrees to refresh its representation as to confidentiality and abstention from trading upon request from Franklin Templeton. In addition, an offshore fund may release information regarding the top contributors and detractors to such fund’s portfolio performance monthly to those recipients who have executed a non-disclosure agreement containing the provisions described above, or who have confirmed electronically its agreement to such provisions. Country-specific offshore funds that are not, in the aggregate, substantially similar to the holdings of a U.S. registered Franklin or Templeton fund, are not subject to the restrictions imposed by the policy.

Certain F-T Managers serve as investment advisers to privately placed funds that are exempt from registration, including Canadian institutional pooled funds and commingled trusts maintained by a Franklin Templeton trust company. In certain circumstances, such unregistered private funds may have portfolio holdings that are not, in the aggregate, substantially similar to the holdings of a U.S. registered fund, as determined by the Chief Compliance Officer or his/her designee. Under such circumstances the release of portfolio holdings information to a client or potential client of the unregistered private fund may be permissible. In circumstances where an unregistered private fund invests in portfolio securities that, in the aggregate, are substantially similar to the holdings of a U.S. registered fund, such private funds are subject to the restrictions imposed by the policy, except that the release of holdings information to a current investor in the private fund is permissible conditioned upon such investor’s execution of a non-disclosure agreement to mitigate the risk that portfolio holdings information may be used to trade inappropriately against a fund. Such non-disclosure agreement must provide that the investor: (1) agrees to maintain such information as confidential, including limiting the dissemination of such information (except that the investor may be permitted to disseminate such information to an agent as necessary to allow the performance of portfolio analytics with respect to the investor’s investment in the private fund), and (2) is prohibited from trading on the information received, including (a) trading against any U.S. registered Franklin or Templeton fund, including the Fund; (b) knowingly engaging in any trading practices that are adverse to any such fund; and (c) trading in shares of any U.S. registered Franklin or Templeton fund that is managed in a style substantially similar to that of the private fund.

Some F-T Managers serve as sub-advisers to other mutual funds not within the Franklin Templeton Investments fund complex ("other funds"), which may be managed in a style substantially similar to that of a U.S. registered Franklin or Templeton fund. Such other funds are not subject to the Fund's portfolio holdings release policy. The sponsors of such funds may disclose the portfolio holdings of such funds at different times than the Fund discloses its portfolio holdings.

In addition, some F-T Managers also serve as investment managers to separate accounts, which are subject to the Fund’s policy with respect to the release of the separate account’s holdings to consultants and potential clients. Separate accounts that are not, in the aggregate, substantially similar to the holdings of a U.S. registered Franklin or Templeton fund, however, are not subject to the restrictions imposed by the policy.

The Fund's portfolio holdings release policy and all subsequent amendments have been reviewed and approved by the Fund's board, and any other material amendments shall also be reviewed and approved by the board. The investment manager's compliance staff conducts periodic reviews of compliance with the policy and provides at least annually a report to the board regarding the operation of the policy and any material changes recommended as a result of such review. The investment manager's compliance staff also will supply the board yearly with a list of exceptions granted to the policy, along with an explanation of the legitimate business purpose of the Fund that is served as a result of the exception.

Officers and Trustees

The Trust has a board of trustees. Each trustee will serve until that person resigns and/or a successor is elected and qualified. The board is responsible for the overall management of the Trust, including general supervision and review of the Fund's investment activities. The board, in turn, elects the officers of the Trust who are responsible for administering the Trust's day-to-day operations. The board also monitors the Fund to ensure that no material conflicts exist among share classes. While none are expected, the board will act appropriately to resolve any material conflict that may arise.

The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during at least the past five years and number of portfolios overseen in the Franklin Templeton fund complex are shown below.

Independent Board Members
Name, Year of Birth and Address	Position	Length of Time Served	Number of Portfolios in Fund Complex Overseen by Board Member¹	Other Directorships Held During at Least the Past 5 Years
Harris J. Ashton (1932) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 1984	132	Bar-S Foods (meat packing company) (1981-2010).
Principal Occupation During at Least the Past 5 Years: Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).

Sam Ginn (1937) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2007	107	ICO Global Communications (Holdings) Limited (satellite company) (2006-2010), Chevron Corporation (global energy company) (1989-2009), Hewlett-Packard Company (technology company) (1996-2002), Safeway, Inc. (grocery retailer) (1991-1998) and TransAmerica Corporation (insurance company) (1989-1999).
Principal Occupation During at Least the Past 5 Years: Private investor; and formerly, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Group (telephone holding company) (1988-1994).

Edith E. Holiday (1952) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 1998	132	Hess Corporation (exploration and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company).
Principal Occupation During at Least the Past 5 Years: Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989).

J. Michael Luttig (1954) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2009	132	Boeing Capital Corporation (aircraft financing).
Principal Occupation During at Least the Past 5 Years: Executive Vice President, General Counsel and member of the Executive Council, The Boeing Company; and formerly, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006).

Frank A. Olson (1932) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2005	132	Hess Corporation (exploration and refining of oil and gas).
Principal Occupation During at Least the Past 5 Years: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and formerly, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines).

Larry D. Thompson (1945) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2007	142	Cbeyond, Inc. (business communications provider), The Southern Company (energy company) and The Washington Post Company (education and media organization).
Principal Occupation During at Least the Past 5 Years: John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2011); and formerly, Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products) (2004-May 2011); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003).

John B. Wilson (1959) One Franklin Parkway San Mateo, CA 94403-1906	Lead Independent Trustee	Trustee since 2007 and Lead Independent Trustee since 2008	107	None
Principal Occupation During at Least the Past 5 Years: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and formerly, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President – Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Senior Vice President – Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990).

Interested Board Members and Officers
Name, Year of Birth and Address	Position	Length of Time Served	Number of Portfolios in Fund Complex Overseen by Board Member¹	Other Directorships Held During at Least the Past 5 Years
Charles B. Johnson² (1933) One Franklin Parkway San Mateo, CA 94403-1906	Trustee and Chairman of the Board	Trustee since 1984 and Chairman of the Board since 1993	132	None
Principal Occupation During at Least the Past 5 Years: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 41 of the investment companies in Franklin Templeton Investments.

Gregory E. Johnson³ (1961) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2007	92	None
Principal Occupation During at Least the Past 5 Years: Director, President and Chief Executive Officer, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 34 of the investment companies in Franklin Templeton Investments; and Chairman, Investment Company Institute.

Sheila Amoroso (1959) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 1999	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments.

Alison E. Baur (1964) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since April 2012	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Deputy General Counsel, Franklin Templeton Investments; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.

Breda M. Beckerle (1958) 600 Fifth Avenue New York, NY 10020	Chief Compliance Officer and Vice President	Since May 2012	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Chief Compliance Officer, Fiduciary International, Inc., Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Institutional, LLC; Vice President and Compliance Officer – Commingled Trusts, Fiduciary Trust International of the South; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.

Rafael R. Costas, Jr. (1965) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 1999	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments.

Laura F. Fergerson (1962) One Franklin Parkway San Mateo, CA 94403-1906	Chief Executive Officer - Finance and Administration	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and formerly, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003).

Gaston Gardey (1967) One Franklin Parkway San Mateo, CA 94403-1906	Treasurer, Chief Financial Officer and Chief Accounting Officer	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Director, Fund Accounting, Franklin Templeton Investments; and officer of 27 of the investment companies in Franklin Templeton Investments.

Aliya S. Gordon (1973) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; officer of 46 of the investment companies in Franklin Templeton Investments; and formerly, Litigation Associate, Steefel, Levitt & Weiss, LLP (2000-2004).

Steven J. Gray (1955) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc.; and officer of 46 of the investment companies in Franklin Templeton Investments.

Selena L. Holmes (1965) 100 Fountain Parkway N. St. Petersburg, FL 33716-1205	Vice President - AML Compliance	Since May 2012	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Director, Global Compliance Monitoring; and officer of 46 of the investment companies in Franklin Templeton Investments.

Christopher J. Molumphy (1962) One Franklin Parkway San Mateo, CA 94403-1906	President and Chief Executive Officer - Investment Management	Since 2010	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Director and Executive Vice President, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 22 of the investment companies in Franklin Templeton Investments.

Robert C. Rosselot (1960) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923	Vice President	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust Officer, Fiduciary Trust International of the South; and officer of 46 of the investment companies in Franklin Templeton Investments.

Karen L. Skidmore (1952) One Franklin Parkway San Mateo, CA 94403-1906	Vice President and Secretary	Since 2006	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 46 of the investment companies in Franklin Templeton Investments.

Craig S. Tyle (1960) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 2005	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004).

Thomas Walsh (1961) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 1999	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments.

Lori A. Weber (1964) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923	Vice President	Since 2011	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Assistant Secretary, Templeton Investment Counsel, LLC; and officer of 45 of the investment companies in Franklin Templeton Investments.

Note 1: Charles B. Johnson is the father of Gregory E. Johnson. Note 2: Officer information is current as of the date of this SAI. It is possible that after this date, information about officers may change.

1. We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers.

2. Charles B. Johnson is considered to be an interested person of the Fund under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Fund's investment manager and distributor.

3. Gregory E. Johnson is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and director of Resources.

The Trust's independent board members constitute the sole independent board members of 27 investment companies in the Franklin Templeton Investments complex for which each independent board member currently is paid a $247,000 annual retainer fee, together with a $7,000 per meeting fee for attendance at regularly scheduled board meetings, a portion of which is allocated to the Trust. To the extent held, compensation may also be paid for attendance at specially held board meetings. The Trust's lead independent trustee is paid an annual supplemental retainer of $25,000 for services to such investment companies, a portion of which is allocated to the Trust. Board members who serve on the Audit Committee of the Trust and such other funds receive a flat fee of $3,000 per Committee meeting attended in person and $2,000 per telephonic meeting, a portion of which is allocated to the Trust. John B. Wilson, who serves as chairman of the Audit Committee of the Trust and such other funds receives an additional fee of $50,000 per year, a portion of which is allocated to the Trust. Members of the Committee are not separately compensated for any committee meeting held on the day of a regularly scheduled board meeting. The following table provides the total fees paid to independent board members by the Trust and by other funds in Franklin Templeton Investments.

Name	Total Fees Received from the Trust ($)¹	Total Fees Received from Franklin Templeton Investments ($)²	Number of Boards in Franklin Templeton Investments on which Each Serves³
Harris J. Ashton	20,152	468,000	41
Sam Ginn	20,146	288,000	27
Edith E. Holiday	22,889	503,000	41
J. Michael Luttig	22,887	488,000	41
Frank A. Olson	20,887	486,000	41
Larry D. Thompson	20,146	593,000	44
John B. Wilson	31,344	375,000	27

1. For the fiscal year ended February 29, 2012.

2. For the calendar year ended December 31, 2011.

3. We base the number of boards on the number of U.S. registered investment companies in Franklin Templeton Investments. This number does not include the total number of series or portfolios within each investment company for which the board members are responsible.

Independent board members are reimbursed for expenses incurred in connection with attending board meetings and are paid pro rata by each fund in Franklin Templeton Investments for which they serve as director or trustee. No officer or board member received any other compensation, including pension or retirement benefits, directly or indirectly from the Trust or other funds in Franklin Templeton Investments. Certain officers or board members who are shareholders of Franklin Resources, Inc. (Resources) may be deemed to receive indirect remuneration by virtue of their participation, if any, in the fees paid to its subsidiaries.

Board members historically have followed a policy of having substantial investments in one or more of the Franklin Templeton funds, as is consistent with their individual financial goals. In February 1998, this policy was formalized through the adoption of a requirement that each board member invest one-third of fees received for serving as a director or trustee of a Templeton fund (excluding committee fees) in shares of one or more Templeton funds and one-third of fees received for serving as a director or trustee of a Franklin fund (excluding committee fees) in shares of one or more Franklin funds until the value of such investments equals or exceeds five times the annual retainer and regular board meeting fees paid to such board member. Investments in the name of family members or entities controlled by a board member constitute fund holdings of such board member for purposes of this policy, and a three-year phase-in period applies to such investment requirements for newly elected board members. In implementing such policy, a board member's fund holdings existing on February 27, 1998, are valued as of such date with subsequent investments valued at cost.

The following tables provide the dollar range of equity securities beneficially owned by the board members of the Fund on December 31, 2011.

Independent Board Members

Name of Board Member	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by the Board Member in the Franklin Templeton Fund Complex
Harris J. Ashton	Insured Fund Over $100,000	Over $100,000
Sam Ginn	None	Over $100,000
Edith E. Holiday	Federal Intermediate-Term Fund Over $100,000	Over $100,000
	High Yield Fund $10,001-$50,000
J. Michael Luttig	None	Over $100,000
Frank A. Olson	None	Over $100,000
Larry D. Thompson	None	Over $100,000
John B. Wilson	None	Over $100,000

Interested Board Members

Name of Board Member	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by the Board Member in the Franklin Templeton Fund Complex
Charles B. Johnson	None	Over $100,000
Gregory E. Johnson	None	Over $100,000

Board committees The board maintains two standing committees: the Audit Committee and the Nominating Committee. The Audit Committee is generally responsible for recommending the selection of the Trust's independent registered public accounting firm (auditors), including evaluating their independence and meeting with such auditors to consider and review matters relating to the Trust's financial reports and internal controls. The Audit Committee is comprised of the following independent trustees of the Trust: Edith E. Holiday, J. Michael Luttig, Frank A. Olson and John B. Wilson. The Nominating Committee is comprised of the following independent trustees of the Trust: Harris J. Ashton, Sam Ginn, Edith E. Holiday, J. Michael Luttig, Frank A. Olson, Larry D. Thompson and John B. Wilson.

The Nominating Committee is responsible for selecting candidates to serve as board members and recommending such candidates (a) for selection and nomination as independent board members by the incumbent independent board member and the full board; and (b) for selection and nomination as interested board members by the full board.

When the board has or expects to have a vacancy, the Nominating Committee receives and reviews information on individuals qualified to be recommended to the full board as nominees for election as board members, including any recommendations by “Qualifying Fund Shareholders” (as defined below). To date, the Nominating Committee has been able to identify, and expects to continue to be able to identify, from its own resources an ample number of qualified candidates. The Nominating Committee, however, will review recommendations from Qualifying Fund Shareholders to fill vacancies on the board if these recommendations are submitted in writing and addressed to the Nominating Committee at the Trust's offices at One Franklin Parkway, San Mateo, CA 94403-1906 and are presented with appropriate background material concerning the candidate that demonstrates his or her ability to serve as a board member, including as an independent board member, of the Trust. A Qualifying Fund Shareholder is a shareholder who (i) has continuously owned of record, or beneficially through a financial intermediary, shares of the Fund having a net asset value of not less than two hundred and fifty thousand dollars ($250,000) during the 24-month period prior to submitting the recommendation; and (ii) provides a written notice to the Nominating Committee containing the following information: (a) the name and address of the Qualifying Fund Shareholder making the recommendation; (b) the number of shares of the Fund which are owned of record and beneficially by such Qualifying Fund Shareholder and the length of time that such shares have been so owned by the Qualifying Fund Shareholder; (c) a description of all arrangements and understandings between such Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation is being made; (d) the name, age, date of birth, business address and residence address of the person or persons being recommended; (e) such other information regarding each person recommended by such Qualifying Fund Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by the board; (f) whether the shareholder making the recommendation believes the person recommended would or would not be an “interested person” of the Trust, as defined in the Investment Company Act of 1940, as amended (1940 Act); and (g) the written consent of each person recommended to serve as a board member of the Trust if so nominated and elected/appointed.

The Nominating Committee may amend these procedures from time to time, including the procedures relating to the evaluation of nominees and the process for submitting recommendations to the Nominating Committee.

During the fiscal year ended February 29, 2012, the Audit Committee met four times; the Nominating Committee met once.

Board role in risk oversight The board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular board meetings, through regular reports that have been developed by management, in consultation with the board and its counsel. These reports address certain investment, valuation and compliance matters. The board also may receive special written reports or presentations on a variety of risk issues, either upon the board’s request or upon the investment manager’s initiative. In addition, the Audit Committee of the board meets regularly with the investment manager’s internal audit group to review reports on their examinations of functions and processes within Franklin Templeton Investments that affect the Fund.

With respect to investment risk, the board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet regularly with the boards to discuss portfolio performance, including investment risk. To the extent that the Fund changes a particular investment strategy that could have a material impact on the Fund’s risk profile, the board generally is consulted with respect to such change. To the extent that the Fund invests in certain complex securities, including derivatives, the board receives periodic reports containing information about exposure of the Fund to such instruments. In addition, the investment manager’s investment risk personnel meet regularly with the board to discuss a variety of issues, including the impact on the Fund of the investment in particular securities or instruments, such as derivatives.

With respect to valuation, the Fund’s administrator provides regular written reports to the board that enable the board to monitor the number of fair valued securities in a particular portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within the Fund’s portfolio. The board also reviews dispositional analysis information on the sale of securities that require special valuation considerations such as illiquid or fair valued securities. In addition, the Fund’s Audit Committee reviews valuation procedures and results with the Fund’s auditors in connection with such Committee’s review of the results of the audit of the Fund’s year end financial statement.

With respect to compliance risks, the board receives regular compliance reports prepared by the investment manager’s compliance group and meets regularly with the Fund’s Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. In accordance with SEC requirements, the independent board members meet regularly in executive session with the CCO, and the Fund’s CCO prepares and presents an annual written compliance report to the board. The Fund’s board adopts compliance policies and procedures for the Fund and approves such procedures for the Fund’s service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.

The investment manager periodically provides an enterprise risk management presentation to the board to describe the way in which risk is managed on a complex-wide level. Such presentation covers such areas as investment risk, reputational risk, personnel risk, and business continuity risk.

Board structure Seventy-five percent or more of board members consist of independent board members who are not deemed to be “interested persons” by reason of their relationship with the Fund’s management or otherwise as provided under the 1940 Act. While the Chairman of the Board is an interested person, the board is also served by a lead independent board member. The lead independent board member, together with independent counsel, reviews proposed agendas for board meetings and generally acts as a liaison with management with respect to questions and issues raised by the independent board members. The lead independent board member also presides at separate meetings of independent board members held in advance of each scheduled board meeting where various matters, including those being considered at such board meeting are discussed. It is believed such structure and activities assure that proper consideration is given at board meetings to matters deemed important to the Fund and its shareholders.

Trustee qualifications Information on the Fund’s officers and trustees appears above including information on the business activities of trustees during the past five years and beyond. In addition to personal qualities, such as integrity, the role of an effective Fund trustee inherently requires the ability to comprehend, discuss and critically analyze materials and issues presented in exercising judgments and reaching informed conclusions relevant to his or her duties and fiduciary obligations. The board believes that the specific background of each trustee evidences such ability and is appropriate to his or her serving on the Fund’s board of trustees. As indicated, Harris J. Ashton, Frank A. Olson and Sam Ginn have each served as chief executive officers of New York Stock Exchange listed public corporations; Larry D. Thompson and Edith E. Holiday, have legal backgrounds, including high level legal positions with departments of the U.S. government; John Wilson has served as chief operating officer of a New York Stock Exchange listed public corporation, as well as chief financial officer of a NASDAQ listed public corporation; J. Michael Luttig has fifteen years of judicial experience as a Federal Appeals Court Judge; and Charles B. Johnson and Gregory E. Johnson are both high ranking executive officers of Franklin Templeton Investments.

Fair Valuation and Liquidity

The Fund's board of trustees has delegated to the investment manager the task of ensuring that regulatory guidelines governing the fair valuation for securities are applied to the Fund and that the required level of liquidity is maintained. The investment manager has formed a Valuation & Liquidity Oversight Committee (VLOC) to oversee these obligations. The VLOC oversees and administers the policies and procedures governing fair valuation and liquidity determination of securities. The VLOC meets monthly to review and approve fair value and liquidity reports and conduct other business, and meets whenever necessary to review potential significant market events and take appropriate steps to adjust valuations in accordance with established policies. The VLOC provides regular reports that document its activities to the board of trustees for its review and approval of pricing determinations at scheduled meetings.

The Fund's policies and procedures governing fair valuation and liquidity determination of securities have been initially reviewed and approved by the board of trustees and any material amendments will also be reviewed and approved by the board. The investment manager's compliance staff conducts periodic reviews of compliance with the policies and provides at least annually a report to the board of trustees regarding the operation of the policies and any material changes recommended as a result of such review.

Management and Other Services

Investment manager and services provided The Fund's investment manager is Franklin Advisers, Inc. The investment manager is a wholly owned subsidiary of Resources, a publicly owned company engaged in the financial services industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr. are the principal shareholders of Resources.

The investment manager provides investment research and portfolio management services, and selects the securities for the Fund to buy, hold or sell. The investment manager's extensive research activities include, as appropriate, traveling to meet with issuers and to review project sites. The investment manager also selects the brokers who execute the Fund's portfolio transactions. The investment manager provides periodic reports to the board, which reviews and supervises the investment manager's investment activities. To protect the Fund, the investment manager and its officers, directors and employees are covered by fidelity insurance.

The investment manager and its affiliates manage numerous other investment companies and accounts. The investment manager may give advice and take action with respect to any of the other funds it manages, or for its own account, that may differ from action taken by the investment manager on behalf of the Fund. Similarly, with respect to the Fund, the investment manager is not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling any security that the investment manager and access persons, as defined by applicable federal securities laws, may buy or sell for its or their own account or for the accounts of any other fund. The investment manager is not obligated to refrain from investing in securities held by the Fund or other funds it manages. Because the investment manager is a subsidiary of a financial holding company (FHC) under the Gramm-Leach-Bliley Act of 1999, federal regulations applicable to FHCs may limit or restrict the Fund's ability to acquire or hold a position in a given security when it might otherwise be advantageous for the Fund to acquire or hold that security.

The Fund, its investment manager and principal underwriter have each adopted a code of ethics, as required by federal securities laws. Under the code of ethics, employees who are designated as access persons may engage in personal securities transactions, including transactions involving securities that are being considered for the Fund or that are currently held by the Fund, subject to certain general restrictions and procedures. The personal securities transactions of access persons of the Fund, its investment manager and principal underwriter will be governed by the code of ethics. The code of ethics is on file with, and available from, the SEC.

Management fees

Each Fund, except the Federal Limited-Term Fund, pays the investment manager a fee equal to an annual rate of:

0.625% of the value of net assets up to and including $100 million;
0.500% of the value of net assets over $100 million and not over $250 million;
0.450% of the value of net assets over $250 million and not over $7.5 billion;
0.440% of the value of net assets over $7.5 billion and not over $10 billion;
0.430% of the value of net assets over $10 billion and not over $12.5 billion;
0.420% of the value of net assets over $12.5 billion and not over $15 billion;
0.400% of the value of net assets over $15 billion and not over $17.5 billion;
0.380% of the value of net assets over $17.5 billion and not over $20 billion; and
0.360% of the value of net assets in excess of $20 billion.

The Federal Limited-Term Fund pays the investment manager a fee equal to an annual rate of:

0.500% of the value of the average daily net assets of the Fund up to and including $100 million;
0.450% of the value of the average daily net assets of the Fund over $100 million up to and including $250 million;
0.425% of the value of average daily net assets over $250 million, up to and including $500 million; and
0.400% of the value of average daily net assets over $500 million.

The fee is calculated daily and paid monthly according to the terms of the management agreement. Each class of the Fund's shares pays its proportionate share of the fee.

For the last three fiscal years ended February 29, 2012, and February 28, 2011 and 2010, the Fund paid the following management fees:

	Management Fees Paid ($)
	2012	2011	2010
Double Tax-Free Fund	3,286,437	3,195,825	2,762,765
Federal Intermediate-Term Fund	11,778,624	10,175,701	6,480,023
Federal Limited-Term Fund¹	2,555,871	1,433,681	666,391
High Yield Fund	34,495,400	34,371,699	28,734,257
Insured Fund	12,053,737	12,397,879	10,700,500
Massachusetts Fund	2,628,224	2,877,769	2,733,354
New Jersey Fund	6,807,165	7,508,862	6,875,974

1. For the fiscal years ended February 29, 2012, and the fiscal years ended February 28, 2011 and 2010, management fees, before any advance waiver, totaled $3,128,392, $2,283,683 and $1,232,320, respectively. Under an agreement by the investment manager to waive its fees, the Fund paid the management fees shown.

Portfolio managers This section reflects information about the portfolio managers as of February 29, 2012.

The following table shows the number of other accounts managed by the portfolio managers and the total assets in the accounts managed within each category:

Name	Number of Other Registered Investment Companies Managed¹	Assets of Other Registered Investment Companies Managed (x $1 million) ¹	Number of Other Pooled Investment Vehicles Managed	Assets of Other Pooled Investment Vehicles Managed (x $1 million)	Number of Other Accounts Managed²	Assets of Other Accounts Managed (x $1 million)²
James Conn	9	13,492.7	0	N/A	0	N/A
Carrie Higgins	12	20,737.7	0	N/A	0	N/A
John Pomeroy	8	13,332.6	0	N/A	0	N/A
Francisco Rivera	6	13,906.3	0	N/A	0	N/A
John Wiley	7	19,417.6	0	N/A	1	220.5
Stella Wong	8	9,001.2	0	N/A	0	N/A
Daniel Workman	0	N/A	0	N/A	0	N/A

1. These figures represent registered investment companies other than the Funds that are included in this SAI.

2. The various pooled investment vehicles and accounts listed are managed by a team of investment professionals. Accordingly, the portfolio manager listed would not be solely responsible for managing such listed amounts.

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

Conflicts. The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the investment manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

The investment manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

Compensation. The investment manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

Base salary Each portfolio manager is paid a base salary.

Annual bonus Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

Investment performance. Primary consideration is given to the historic investment performance of all accounts managed by the portfolio manager over the 1, 3 and 5 preceding years measured against risk benchmarks developed by the fixed income management team. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.
Non-investment performance. The more qualitative contributions of the portfolio manager to the investment manager’s business and the investment management team, including business knowledge, productivity, customer service, creativity, and contribution to team goals, are evaluated in determining the amount of any bonus award.
Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the investment manager’s appraisal.

Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual funds. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees of the investment manager.

Ownership of Fund shares. The investment manager has a policy of encouraging portfolio managers to invest in the funds they manage. Exceptions arise when, for example, a fund is closed to new investors or when tax considerations or jurisdictional constraints cause such an investment to be inappropriate for the portfolio manager. The following is the dollar range of Fund shares beneficially owned by the portfolio manager (such amounts may change from time to time):

Portfolio Manager	Dollar Range of Fund Shares Beneficially Owned
James Conn	None
Carrie Higgins	None
John Pomeroy	None
Francisco Rivera	None
John Wiley	High Yield Fund $1-$10,000
Stella Wong	None
Daniel Workman	None

Administrator and services provided Franklin Templeton Services, LLC (FT Services) has an agreement with the investment manager to provide certain administrative services and facilities for the Fund. FT Services is an indirect, wholly owned subsidiary of Resources and is an affiliate of the Fund's investment manager and principal underwriter.

The administrative services FT Services provides include preparing and maintaining books, records, and tax and financial reports, and monitoring compliance with regulatory requirements.

Administration fees For each Fund, except Federal Limited-Term Fund, the investment manager pays FT Services a monthly fee equal to an annual rate of:

0.150% of the Fund's average daily net assets up to $200 million;
0.135% of average daily net assets over $200 million up to $700 million;
0.100% of average daily net assets over $700 million up to $1.2 billion; and
0.075% of average daily net assets over $1.2 billion.

The Federal Limited-Term Fund pays FT Services a monthly fee equal to an annual rate of 0.20% of the average daily net assets of the Fund.

For the last three fiscal years ended February 29, 2012 and February 28, 2011 and 2010, the investment manager paid FT Services the following administration fees:

	Administration Fees Paid ($)
	2012	2011	2010
Double Tax-Free Fund	936,604	913,571	783,830
Federal Intermediate-Term Fund	2,496,438	2,229,282	1,604,412
Federal Limited-Term Fund¹	0	0	0
High Yield Fund	6,286,571	6,265,404	5,322,375
Insured Fund	2,542,290	2,599,646	2,316,749
Massachusetts Fund	743,466	818,331	775,004
New Jersey Fund	1,667,863	1,784,812	1,679,328

1. For the fiscal years ended February 29, 2012, and February 28, 2011 and 2010, administration fees, before any advance waiver, totaled $1,445,256, $1,026,824 and $529,241, respectively. Under an agreement by FT Services to waive its fees, the Fund paid the administration fees shown.

Shareholder servicing and transfer agent Franklin Templeton Investor Services, LLC (Investor Services) is the Fund's shareholder servicing agent and acts as the Fund's transfer agent and dividend-paying agent. Investor Services is located at 3344 Quality Drive, Rancho Cordova, CA 95670-7313. Please send all correspondence to Investor Services at P.O. Box 997151, Sacramento, CA 95899-7151.

Investor Services receives a fee for servicing Fund shareholder accounts. The Fund also will reimburse Investor Services for certain out-of-pocket expenses necessarily incurred in servicing the shareholder accounts in accordance with the terms of its servicing contract with the Fund.

Investor Services may also pay servicing fees, that will be reimbursed by the Fund, in varying amounts to certain financial institutions (primarily to help offset their costs associated with client account maintenance support, statement preparation and transaction processing) that (i) maintain omnibus accounts with the Fund in the institution's name on behalf of numerous beneficial owners of Fund shares who are either direct clients of the institution or are participants in an IRS-recognized tax-deferred savings plan (including Employer Sponsored Retirement Plans and Section 529 Plans) for which the institution, or its affiliate, provides participant level recordkeeping services (called "Beneficial Owners"); or (ii) provide support for Fund shareholder accounts by sharing account data with Investor Services through the National Securities Clearing Corporation (NSCC) networking system. In addition to servicing fees received from the Fund, these financial institutions also may charge a fee for their services directly to their clients. Investor Services will also receive a fee from the Fund for services provided in support of Beneficial Owners and NSCC networking system accounts.

Custodian The Bank of New York Mellon, Mutual Funds Division, 100 Church Street, New York, NY 10286, acts as custodian of the Fund's securities and other assets.

Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP, Three Embarcadero Center, San Francisco, CA 94111-4004, is the Fund's independent registered public accounting firm. The Independent Registered Public Accounting Firm audits the financial statements included in the Fund's Annual Report to Shareholders.

Portfolio Transactions

Since most purchases by the Fund are principal transactions at net prices, the Fund incurs little or no brokerage costs. The Fund deals directly with the selling or buying principal or market maker without incurring charges for the services of a broker on its behalf, unless it is determined that a better price or execution may be obtained by using the services of a broker. Purchases of portfolio securities from underwriters will include a commission or concession paid to the underwriter, and purchases from dealers will include a spread between the bid and ask price. The Fund seeks to obtain prompt execution of orders at the most favorable net price. Transactions may be directed to dealers in return for research and statistical information, as well as for special services provided by the dealers in the execution of orders.

It is not possible to place an accurate dollar value on the special execution or on the research services the investment manager receives from dealers effecting transactions in portfolio securities. The allocation of transactions to obtain additional research services allows the investment manager to supplement its own research and analysis activities and to receive the views and information of individuals and research staffs from many securities firms. The receipt of these products and services does not reduce the investment manager's research activities in providing investment advice to the Fund.

As long as it is lawful and appropriate to do so, the investment manager and its affiliates may use this research and data in their investment advisory capacities with other clients.

If purchases or sales of securities of the Fund and one or more other investment companies or clients supervised by the investment manager are considered at or about the same time, transactions in these securities will be allocated among the several investment companies and clients in a manner deemed equitable to all by the investment manager, taking into account the respective sizes of the accounts and the amount of securities to be purchased or sold. In some cases this procedure could have a detrimental effect on the price or volume of the security so far as the Fund is concerned. In other cases it is possible that the ability to participate in volume transactions may improve execution and reduce transaction costs to the Fund.

For the last three fiscal years ended February 29, 2012 and February 28, 2011 and 2010, the Fund did not pay any brokerage commissions.

As of February 29, 2012, the Fund did not own securities of their regular broker-dealers.

Distributions and Taxes

The discussion below pertains to all Funds, unless otherwise noted.

References to "the Code" and other references to the U.S. Federal income tax law, refer to the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

Multiclass distributions The Fund calculates income dividends and capital gain distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes.

Distributions The Fund intends to declare income dividends from its net investment income each day that its net asset value is calculated and pay them monthly. Capital gains, if any, may be paid at least annually. The Fund may distribute income dividends and capital gains more frequently, if necessary or appropriate in the Board’s discretion. The amount of any distribution will vary, and there is no guarantee the Fund will pay either income dividends or capital gain distributions. Your income dividends and capital gain distributions will be automatically reinvested in additional shares at net asset value unless you elect to receive them in cash. Distributions declared in December to shareholders of record in such month and paid in January are treated as if they were paid in December.

Distributions of net investment income. The Fund receives income generally in the form of interest on its investments. This income, less expenses incurred in the operation of the Fund, constitutes the Fund's net investment income from which dividends may be paid to you. This net investment income may either be tax-exempt or taxable when distributed to you.

Exempt-interest dividends. By meeting certain requirements of the Internal Revenue Code (Code), the Fund qualifies to pay exempt-interest dividends to you. These dividends are derived from interest income exempt from regular federal income tax, and are not subject to regular federal income tax when they are paid to you.

In addition, to the extent that exempt-interest dividends are derived from interest on obligations of any state or its political subdivisions, or from interest on qualifying U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin Islands or Guam), they also may be exempt from that state's personal income tax. Income from municipal securities of other states generally does not qualify as tax-free. Because of these tax exemptions, the Fund may not be a suitable investment for retirement plans and other tax-exempt investors, or for residents of states other than the state in which a state-specific Fund primarily invests.

Corporate shareholders should be advised that these personal income tax rules may not apply to them and that these exempt-interest dividends may be taxable for state franchise or income tax reporting. They should consult with their tax advisor concerning the application of these rules to their state tax reporting.

Taxable income dividends. The Fund may earn taxable income from many sources, including temporary investments, the discount on stripped obligations or their coupons, income from securities loans or other taxable transactions, and ordinary income on the sale of market discount bonds. If you are a taxable investor, any income dividends the Fund pays from this income are taxable to you as ordinary income. Because the Fund invests primarily in tax-exempt debt securities, it does not anticipate that any of its dividends will be treated as qualified dividends subject to reduced rates of federal taxation for individuals.

Distributions of capital gains. The Fund may realize capital gains and losses on the sale of its portfolio securities.

Distributions of short-term capital gains are taxable to you as ordinary income. Distributions of long-term capital gains are taxable to you as long-term capital gains, regardless of how long you have owned your shares in the Fund. Any net capital gains realized by the Fund (in excess of any available capital loss carryovers) generally are distributed once each year, and may be distributed more frequently, if necessary, to reduce or eliminate excise or income taxes on the Fund.

Capital gain dividends and any net long-term capital gains you realize from the sale of Fund shares are subject to a maximum rate of tax of 15% for individuals (0% for individuals in the 10% and 15% federal income tax brackets). These reduced rates of taxation of capital gain dividends and net long-term capital gains are scheduled to sunset on December 31, 2012, unless extended or made permanent before that date. If these rates do sunset at the end of 2012, the rates for taxation of net capital gains that were in effect prior to these changes, including provisions for the taxation of five-year gains, will again be effective for 2013 and later years.

Returns of capital. If the Fund's distributions exceed its earnings and profits (i.e., its taxable income and realized capital gains) for a taxable year, all or a portion of the distributions made in that taxable year may be characterized as a return of capital to you. A return of capital distribution will generally not be taxable, but will reduce the cost basis in your Fund shares and will result in a higher capital gain or in a lower capital loss when you sell your shares. Any return of capital in excess of the basis in your Fund shares, however, will be taxable as a capital gain. In the case of a non-calendar year fund, earnings and profits are first allocated to distributions made on or before December 31 of its taxable year and then to distributions made thereafter, effective for taxable years beginning after December 22, 2010. The effect of this provision is to “push” returns of capital into the next calendar year.

Information on the amount and tax character of distributions The Fund will inform you of the amount of your income dividends and capital gain distributions at the time they are paid, and will advise you of their tax status for federal income tax purposes shortly after the close of each calendar year. This information will include the portion of the distributions that on average are comprised of taxable or tax-exempt income, or interest income that is a tax preference item when determining your federal alternative minimum tax. If you have not owned your Fund shares for a full year, the Fund may report to shareholders and distribute to you, as taxable, tax-exempt or tax preference income, a percentage of income that may not be equal to the actual amount of each type of income earned during the period of your investment in the Fund.

Avoid "buying a dividend" At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed taxable income, undistributed capital gains, or net unrealized appreciation in the value of the portfolio securities held by the Fund. For taxable investors, a subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. This tax treatment is required even if you reinvest your distributions in additional Fund shares. Buying shares in the Fund just before it declares a distribution of taxable income or capital gains is sometimes known as “buying a dividend.” For example, if you buy 500 shares in a fund on December 10th at the fund's net asset value (NAV) of $10 per share, and the fund makes a capital gain distribution on December 15th of $1 per share, your shares will then have an NAV of $9 per share (disregarding any change in the fund's market value), and you will have to pay a tax on what is essentially a return of your investment of $1 per share.

Election to be taxed as a regulated investment company The Fund has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code (Code). It has qualified as a regulated investment company for its most recent fiscal year, and intends to continue to qualify during the current fiscal year. As a regulated investment company, the Fund generally pays no federal income tax on the income and gains it distributes to you. In order to qualify for treatment as a regulated investment company, the Fund must satisfy the requirements described below.

Distribution requirement. The Fund must distribute an amount equal to the sum of at least 90% of its net tax-exempt income and 90% of its investment company taxable income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Fund after the close of its taxable year that are treated as made during such taxable year).

Income requirement. The Fund must derive at least 90% of its gross income from interest, certain payments with respect to securities loans, and gains from the sale or other disposition of securities, or other income derived from its business of investing in such securities.

Asset diversification test. The Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses.

If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a regulated investment company, subject to savings provisions for certain qualification failures, which, in general, are limited to those due to reasonable cause and not willful neglect, would thus have a negative impact on the Fund’s income and performance. In that case, the Fund would be liable for federal, and possibly state, corporate taxes on its taxable income and gains, and distributions to you would be taxed as dividend income to the extent of the Fund’s earnings and profits. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.

Capital loss carryovers The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a "net capital loss" (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the Fund's net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund's next taxable year, and the excess (if any) of the Fund's net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. However, for any net capital losses realized in taxable years of the Fund beginning on or before December 22, 2010, the Fund is only permitted to carry forward such capital losses for eight years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a prior taxable year.

Excise tax distribution requirements To avoid federal excise taxes, the Code requires the Fund to distribute to you by December 31 of each year, at a minimum, the following amounts:

98% of its taxable ordinary income earned during the calendar year;
98.2% of its capital gain net income earned during the 12-month period ending October 31; and
100% of any undistributed amounts of these categories of income or gain from the prior year.

The Fund intends to declare and pay these distributions in December (or to pay them in January, in which case you must treat them as received in December), but can give no assurances that its distributions will be sufficient to eliminate all taxes.

Tax reporting for income and excise tax years. Because the periods for measuring a regulated investment company’s income are different for income (determined on a fiscal year basis) and excise tax years (determined as noted above), special rules are required to calculate the amount of income earned in each period, and the amount of earnings and profits needed to support that income. For example, if the Fund uses the excise tax period ending on October 31 as the measuring period for calculating and paying out capital gain net income and realizes a net capital loss between November 1 and the end of the Fund’s fiscal year, it will likely have insufficient earnings and profits for its taxable year to support its required excise tax distribution. For taxable years of the Fund beginning after December 22, 2010, the Fund may elect to treat part or all of any "qualified late year loss" as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such "qualified late-year loss" as if it had been incurred in the succeeding taxable year, which may change the timing, amount, or characterization of Fund distributions.

A "qualified late year loss" includes: (i) any net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (post-October losses), and (ii) the excess, if any, of (1) the sum of (a) specified losses incurred after October 31 of the current taxable year, and (b) other ordinary losses incurred after December 31 of the current taxable year, over (2) the sum of (a) specified gains incurred after October 31 of the current taxable year, and (b) other ordinary gains incurred after December 31 of the current taxable year. The terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property).The terms “ordinary losses” and “ordinary gains” mean other ordinary losses and gains that are not described in the preceding sentence. Special rules apply to a Fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes. For taxable years of the Fund beginning on or before December 22, 2010, the Fund may only elect to treat any post-October loss and net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding year in determining its taxable income for the current year.

Because these rules are not entirely clear, the Fund may be required to interpret the "qualified late-year loss" and other rules relating to these different year-ends to determine its taxable income and capital gains. The Fund’s reporting of income and its allocation between different taxable and excise tax years may be challenged by the Internal Revenue Service (IRS), possibly resulting in adjustments in the income reported by the Fund on its tax returns and/or by the Fund to you on your year-end tax statements.

Sales of Fund shares Sales and exchanges of Fund shares are generally taxable transactions for federal and state income tax purposes. If you sell your Fund shares, or exchange them for shares of a different Franklin Templeton fund, you are required to report any gain or loss on your sale or exchange. If you owned your shares as a capital asset, any gain or loss that you realize is a capital gain or loss, and is long-term or short-term, depending on how long you owned your shares. Under current law, shares held one year or less are short-term and shares held more than one year are long-term.

The conversion of shares of one class into another class of the same fund is not taxable for federal income tax purposes. Thus, the automatic conversion of Class B shares into Class A shares in the same fund is not taxable for federal income tax purposes.

Sales at a loss within six months of purchase. If you sell or exchange Fund shares that you owned for six months or less:

any loss incurred is disallowed to the extent of any exempt-interest dividends paid to you on your shares, and
any remaining loss is treated as a long-term capital loss to the extent of any long-term capital gains distributed to you by the Fund.

However, the loss disallowance rule for exempt-interest dividends will not apply to any loss incurred on a redemption or exchange of shares of a fund that declares dividends daily and distributes them at least monthly for which your holding period begins after December 22, 2010.

Wash sales. All or a portion of any loss that you realize on the sale of your Fund shares is disallowed to the extent that you buy other shares in the Fund within 30 days before or after your sale. Any loss disallowed under these rules is added to your tax basis in the new shares.

Deferral of basis. In reporting gain or loss on the sale of your Fund shares, you may be required to adjust your basis in the shares you sell under the following circumstances:

IF:

In your original purchase of Fund shares, you paid a sales charge and received a reinvestment right (the right to reinvest your sales proceeds at a reduced or with no sales charge), and
You sell some or all of your original shares within 90 days of their purchase, and
You reinvest the sales proceeds in the Fund or in another Franklin Templeton fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred, and the sales charge that would otherwise apply is reduced or eliminated;

THEN: In reporting any gain or loss on your sale, all or a portion of the sales charge that you paid for your original shares is excluded from your tax basis in the shares sold and added to your tax basis in the new shares.

Cost basis reporting Beginning in calendar year 2012, the Fund is required to report the cost basis of Fund shares sold or exchanged to you and the Internal Revenue Service (IRS) annually. The cost basis of Fund shares acquired by purchase will generally be based on the amount paid for the shares, including any front-end sales charges, and then may be subsequently adjusted for other applicable transactions as required by the Code. The difference between the selling price and the cost basis of Fund sales generally determines the amount of the capital gain or loss realized on the sale or exchange of Fund shares. Capital gains and losses on the sale or exchange of Fund shares are generally taxable transactions for federal and state income tax purposes.

Shares acquired before January 1, 2012. Cost basis reporting is not generally required for Fund shares that were acquired by purchase, gift, inheritance or other transfer prior to January 1, 2012 (referred to as “noncovered shares”), regardless of when they are sold or exchanged. As a service to shareholders, the Fund presently intends to continue to provide shareholders cost basis information for eligible accounts for shares acquired prior to January 1, 2012. Consistent with prior years, this information will not be reported to the IRS or any state taxing authority.

Shareholders that use the average cost method for shares acquired before January 1, 2012 must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election cannot be made by notifying the Fund.

Cost basis methods. Treasury regulations permit the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are treated as sold or exchanged when there are multiple purchases at different prices and the entire position is not sold at one time.

The Fund’s default method is the average cost method. Under the average cost method, the cost basis of your Fund shares will be determined by averaging the cost basis of all outstanding shares. The holding period for determining whether gains and losses are short-term or long-term is based on the first-in-first-out method (FIFO) which treats the earliest shares acquired as those first sold or exchanged.

If you wish to select a different cost basis method, or choose to specifically identify your shares at the time of each sale or exchange, you must contact the Fund. However, once a shareholder has sold or exchanged covered shares from the shareholder’s account, a change by the shareholder from the average cost method to another permitted method will only apply prospectively to shares acquired after the date of the method change.

Under the specific identification method, Treasury regulations require that you adequately identify the tax lots of Fund shares to be sold, exchanged or transferred at the time of each transaction. An adequate identification is made by providing the dates that the shares were originally acquired and the number of shares to be sold, exchanged or transferred from each applicable tax lot. Alternatively, an adequate identification of shares may be made with a standing order of instruction on your account. If you do not provide an adequate identification the Fund is required to use the FIFO method with any shares with an unknown acquisition date treated as sold or exchanged first.

The Fund does not recommend any particular cost basis method and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax or financial advisor to determine which method is best for you and then notify the Fund if you intend to use a method other than average cost.

If your account is held by your financial advisor or other broker-dealer, that firm may select a different cost basis default method. In these cases, please contact the firm to obtain information with respect to the available methods and elections for your account.

Shares acquired on or after January 1, 2012. Cost basis reporting is generally required for Fund shares that are acquired by purchase, gift, inheritance or other transfer on or after January 1, 2012 (referred to as “covered shares”), and sold or exchanged on or after that date. Cost basis reporting does not apply to sales or exchanges of shares acquired before January 1, 2012, or to shares held in money market funds and tax-deferred accounts, such as individual retirement accounts and qualified retirement plans.

Important limitations regarding cost basis information. The Fund will report the cost basis of your Fund shares by taking into account all of the applicable adjustments required by the Code for purposes of reporting cost basis information to shareholders and the IRS annually. However the Fund is not required, and in many cases the Fund does not possess the information, to take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore shareholders should carefully review the cost basis information provided by the Fund, whether this information is provided with respect to covered or noncovered shares, and make any additional basis, holding period or other adjustments that are required by the Code when reporting these amounts on their federal and state income tax returns. Shareholders remain solely responsible for complying with all federal and state income tax laws when filing their income tax returns.

Additional information about cost basis reporting. For additional information about cost basis reporting, including the methods and elections available to you, please contact Franklin Templeton Investments at (800) DIAL BEN/342-5236. Additional information is also available on franklintempleton.com/costbasis.

Tax certification and backup withholding Tax laws require that you certify your tax information when you become an investor in the Fund. For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, the Fund must withhold a portion of your distributions and sales proceeds unless you:

provide your correct Social Security or taxpayer identification number,
certify that this number is correct,
certify that you are not subject to backup withholding, and
certify that you are a U.S. person (including a U.S. resident alien).

If you fail to meet any of these certification requirements, you will be subject to federal backup withholding at a rate of 28% on any reportable payments that you receive from the Fund, including any exempt-interest dividends (even though this income is not subject to regular federal income tax), taxable ordinary and capital gain dividends, and any redemption proceeds on the sale of your Fund shares. State backup withholding may also apply.

The Fund must also withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any reportable payments that you receive from the Fund.

Reclassification risk The Internal Revenue Service (IRS) has announced that holders of tax-exempt bonds have risks that their tax-exempt income may be reclassified as taxable if the bonds that they own were issued in an abusive transaction or become taxable by reason of refinancing irregularities or the misuse of proceeds from the bond offering. While the Fund endeavors to purchase only bona fide tax-exempt securities, there is a risk that a bond issued as tax-exempt may be reclassified by the IRS as taxable, creating taxable rather than tax-exempt income for the Fund. In this case, the Fund might be required to send to you and file with the IRS information returns for the current or prior calendar years classifying (or reclassifying) some of its exempt-interest dividends as taxable dividends. On prior year dividends, you might need to file amended income tax returns and pay additional tax and interest to avoid additional penalties and to limit interest charges on these taxable dividends

Dividends-received deduction for corporations For corporate shareholders, a portion of the dividends paid by a fund may qualify for the dividends-received deduction. This deduction generally is available to corporations for dividends paid by a fund out of income earned on its investments in domestic corporations. Because the Fund's income primarily is derived from investments earning interest rather than dividend income, generally none of its income dividends will be eligible for the corporate dividends-received deduction.

Qualified dividend income for individuals For the same reason, none of its distributions are expected to be qualified dividends eligible for federal taxation of individuals at long-term capital gain rates.

Investment in complex securities The Fund may invest in complex securities that could require it to adjust the amount, timing or tax character (ordinary or capital) of the income, gains and losses it recognizes on these investments. This, in turn, could affect the amount, timing and tax character of the Fund’s income and gains distributed to you.

In general. Gain or loss recognized by the Fund on the sale or other disposition of municipal bonds and other portfolio investments will generally be capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Portfolio investments held for more than one year generally will be eligible for long-term capital gain or loss treatment.

Debt obligations purchased at a discount. Gain recognized on the disposition of a debt obligation purchased by the Fund with market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the Fund held the debt obligation, unless the Fund made an election to accrue market discount into income currently. Fund distributions of accrued market discount on municipal bonds, including any current inclusions, are taxable to shareholders as ordinary income to the extent of the Fund’s earnings and profits.

Debt obligations issued at a discount. If the Fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the Fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Fund distributions from accruals of original issue discount on municipal bonds are generally taxable to shareholders as exempt-interest dividends to the extent of the Fund’s earnings and profits. The Fund’s investment in such securities issued at a discount may cause the Fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, the Fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of Fund shares.

Investments in debt obligations that are at risk of or in default. The Fund may also hold obligations that are at risk of or in default. Tax rules are not entirely clear about issues such as whether and to what extent the Fund should recognize market discount on such a debt obligation, when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent the Fund may take deductions for bad debts or worthless securities and how the Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by the Fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.

Treatment of private activity bond interest Interest on certain private activity bonds, while exempt from regular federal income tax, is a tax preference item for taxpayers when determining their alternative minimum tax under the Code. Private activity bond interest could subject you to or increase your liability under the federal alternative minimum tax, depending on your personal or corporate tax position. Persons defined in the Code as substantial users (or persons related to such users) of facilities financed by private activity bonds should consult their tax advisors before buying Fund shares.

Prior to the American Recovery and Reinvestment Act of 2009 (“Recovery Act”), interest on all tax-exempt private activity bonds (other than certain tax-exempt housing bonds issued after July 30, 2008) was considered an item of tax preference, and a portion of the interest earned on tax-exempt obligations was includable in the alternative minimum taxable income of corporations. Under the Recovery Act, for bonds issued between December 31, 2008 and January 1, 2011 (i) the interest on tax-exempt private activity bonds is not an item of tax preference, and (ii) the interest on any tax-exempt bonds is not included in adjusted gross earnings in determining the alternative minimum taxable income of corporations.

Effect on taxation of social security benefits; denial of interest deduction. Exempt-interest dividends must be taken into account in computing the portion, if any, of social security or railroad retirement benefits that must be included in an individual shareholder's gross income subject to federal income tax. Further, a shareholder of the Fund is denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares of the Fund.

State income taxes Some state tax codes adopt the Internal Revenue Code (IRC) through a certain date. As a result, such conforming states may not have adopted the version of the IRC that contains either the Regulated Investment Company Modernization Act of 2010, or other federal tax laws enacted after the applicable conformity date. Other states may have adopted an income or other basis of tax that differs from the IRC. The California Revenue and Taxation Code currently conforms, with certain modifications, to the IRC as of January 1, 2009, and to the Regulated Investment Company Modernization Act of 2010.

The information furnished by the Fund to shareholders and the IRS annually with respect to the amount and character of dividends paid, cost basis information with respect to shares redeemed or exchanged, and records maintained by the Fund with respect to the cost basis of Fund shares, will be prepared on the basis of current federal income tax law to comply with the information reporting requirements of the Code, and not on the basis of the law of any state in which a shareholder is resident or otherwise subject to tax. Under the current California Revenue and Taxation Code, certain funds are required to report federal tax information to the California Franchise Tax Board annually.

Accordingly, the amount and character of income, gain or loss realized by a shareholder with respect to his or her investment in Fund shares for state income tax purposes may differ from that for federal income tax purposes. Franklin Templeton Investments provides tax information on franklintempleton.com (under the Tax Center) regarding tax-exempt income by jurisdiction and U.S. government interest to assist shareholders with the preparation of their state income tax returns. Shareholders are solely responsible for determining the amount and character of income, gain or loss to report on their federal, state and local income tax returns each year as a result of their purchase, holding and sale of Fund shares.

Non-U.S. investors Non-U.S. investors may be subject to U.S. withholding and estate tax, and are subject to special U.S. tax certification requirements.

In general. The United States imposes a flat 30% withholding tax (or a tax at a lower treaty rate) on U.S. source dividends. An exemption from this withholding tax is provided for exempt-interest dividends and capital gain dividends paid by the Fund from its net long-term capital gains. An exemption from withholding is also provided for short-term capital gain dividends and interest-related dividends as described below, to the extent that these gains and dividends are paid with respect to taxable years of the Fund beginning before January 1, 2012. However, notwithstanding such exemptions from U.S. withholding at the source, any distributions of exempt-interest dividends, capital gain dividends, short-term capital gain dividends, interest-related dividends, and other taxable ordinary income, and, the proceeds from the sale of your Fund shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.

Capital gain distributions and short-term capital gain dividends. Dividends reported by the Fund to shareholders as either (i) a distribution from net long-term capital gains (a capital gain dividend), or (ii) a distribution from net short-term capital gains (a short-term capital gain dividend) paid out of income earned within the Fund prior to the sunset date described above are not subject to U.S. withholding tax unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.

Interest-related dividends. Interest-related dividends reported by the Fund to shareholders as paid from qualified net interest income earned prior to the sunset date described above are not subject to U.S. withholding tax. The Fund's qualified net interest income equals its qualified interest income less allocable expenses. "Qualified interest income" includes, in general, the sum of the Fund's U.S. source: i) bank deposit interest, ii) short-term original issue discount, iii) portfolio interest, and iv) any interest-related dividend passed through from another regulated investment company. On any payment date, the amount of an income dividend that is reported by the Fund as an interest-related dividend may be more or less than the amount that is so qualified. This is because the amount reported is based on an estimate of the Fund's qualified interest income for its entire fiscal year, which can only be determined with exactness at fiscal year end. As a consequence, the Fund may over withhold a small amount of U.S. tax from a dividend payment. In this case, the non-U.S. investor's only recourse may be to either forgo recovery of the excess withholding, or to file a United States nonresident income tax return to recover the excess withholding.

Limitations on tax reporting for interest-related dividends and short-term capital gains dividends for non-U.S. investors. It may not be practical in every case for the Fund to report to shareholders, and the Fund reserves the right in these cases to not report, small amounts of interest-related or short-term capital gain dividends. Additionally, the Fund’s reporting of interest-related or short-term capital gain dividends may not, in turn, be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints. When the Fund has reported interest-related or short-term capital gain dividends, this information will be available online at franklintempleton.com, under the Fund’s Tax Information, or through a Customer Service Representative at Franklin Templeton Investments at (800) DIAL BEN/342-5236. If you are a shareholder of an institutional fund, you may obtain this information by calling Institutional Services at (800) 321-8563, or through a Customer Service Representative at Franklin Templeton Investments at (800) DIAL BEN/342-5236.

Effectively connected income. Taxable ordinary income dividends paid by the Fund to non-U.S. investors on portfolio investments are generally subject to U.S. withholding tax at 30% or a lower treaty rate. However, if you hold your Fund shares in connection with a U.S. trade or business, your income and gains may be considered effectively connected income and taxed in the U.S. on a net basis at graduated income tax rates in which case you may be required to file a nonresident U.S. income tax return.

U.S. estate tax. The U.S. federal estate tax has been reinstated. An individual who is a non-U.S. investor will be subject to U.S. federal estate tax on all or a portion of the value of Fund shares owned at the time of death, unless a treaty exemption applies between the country of residence of the non-U.S. investor and the U.S. Even if a treaty exemption is available, a decedent’s estate may nevertheless be required to file a U.S. estate tax return to claim the exemption, as well as to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) on which a U.S. federal tax lien has been released, and is required before the Fund can release a nonresident alien decedent’s investment in the Fund to his or her estate. For estates with U.S. situs assets of not more than $60,000 (there is a statutory estate tax credit for this amount of property), the Fund may accept, in lieu of a federal transfer certificate, an affidavit from the executor of the estate or other authorized individual evidencing that the U.S. situs assets (excluding any exempt assets as noted below) are at or below this threshold amount. Transfers by gift of shares of the Fund by a non-U.S. investor who is a nonresident alien individual will not be subject to U.S. federal gift tax. The tax consequences to a non-U.S. investor entitled to claim the benefits of a treaty between the country of residence of the non-U.S. investor and the U.S. may be different from the consequences described above. Non-U.S. investors should consult with their tax advisors on the estate tax consequences of an investment in the Fund.

For estates of decedents dying before January 1, 2012, the Code also provides for a partial exemption from U.S. estate tax for Fund shares held by an estate of a nonresident decedent. The amount treated as exempt is based on the proportion of the assets held by the Fund at the end of the quarter immediately preceding the decedent’s death that are treated as qualifying assets. In general, qualifying assets include U.S. bank deposits, U.S. debt obligations that pay portfolio interest and other property not within the United States.

Sunsetting of provisions. The provisions dealing with interest-related dividends and short-term capital gain dividends that are discussed above are scheduled to sunset with respect to taxable years of the Fund ending on December 31, 2011 (calendar year Funds) or in 2012 (fiscal year Funds). The provisions creating a partial exemption from U.S. estate tax are scheduled to sunset on December 31, 2011. Unless these rules are extended, or made permanent, non-U.S. investors will again be subject to nonresident withholding taxes on any ordinary dividends (including short-term capital gain dividends) that they receive, and will no longer be eligible for a reduction in their U.S. estate tax.

Tax certification and backup withholding as applied to non-U.S. investors. Non-U.S. investors have special U.S. tax certification requirements to avoid backup withholding (at a rate of 28%), and if applicable, to obtain the benefit of any income tax treaty between the non-U.S. investor's country of residence and the United States. To claim these tax benefits, the non-U.S. investor must provide a properly completed Form W-8BEN (or other Form W-8, where applicable, or their substitute forms) to establish his or her status as a non-U.S. investor, to claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN provided without a U.S. taxpayer identification number remains in effect for a period of three years beginning on the date that it is signed and ending on the last day of the third succeeding calendar year. However, non-U.S. investors must advise the Fund of any changes of circumstances that would render the information given on the form incorrect, and must then provide a new W-8BEN to avoid the prospective application of backup withholding. Forms W-8BEN with U.S. taxpayer identification numbers remain valid indefinitely, or until the investor has a change of circumstances that renders the form incorrect and necessitates a new form and tax certification.

Other Tax Information This discussion of “Distributions and Taxes” is not written to provide you with tax advice, and does not purport to deal with all of the tax consequences that may be applicable to your investment in the Fund. You should consult your tax advisor regarding your particular circumstances before making an investment in the Fund, or about the federal, state, local and foreign tax consequences of your investment in the Fund.

Organization, Voting Rights and Principal Holders

Each Fund is a diversified series, except Double Tax-Free Fund, which is a non-diversified series of Franklin Tax-Free Trust, an open-end management investment company, commonly called a mutual fund. The Trust was initially organized as a Massachusetts business trust in September 1984, was converted to a Delaware statutory trust effective July 1, 2007 and is registered with the SEC.

The High Yield, Insured and New Jersey Funds currently offer four classes of shares, Class A, Class B, Class C and Advisor Class. The Double Tax-Free, Federal Intermediate-Term and Massachusetts Funds currently offer three classes of shares, Class A, Class C and Advisor Class. The Federal Limited-Term Fund currently offers only two classes of shares, Class A and Advisor Class. New or additional investments into Class B are no longer permitted. Existing shareholders of Class B shares may continue as Class B shareholders, continue to reinvest dividends into Class B shares and exchange their Class B shares for Class B shares of other Franklin Templeton funds as permitted by the current exchange privileges. The Fund may offer additional classes of shares in the future. The full title of each class is:

Franklin Double Tax-Free Income Fund - Class A
Franklin Double Tax-Free Income Fund - Class C
Franklin Double Tax-Free Income Fund - Advisor Class
Franklin Federal Intermediate-Term Tax-Free Income Fund - Class A
Franklin Federal Intermediate-Term Tax-Free Income Fund - Class C
Franklin Federal Intermediate-Term Tax-Free Income Fund - Advisor Class
Franklin Federal Limited-Term Tax-Free Income Fund - Class A
Franklin Federal Limited-Term Tax-Free Income Fund - Advisor Class
Franklin High Yield Tax-Free Income Fund - Class A
Franklin High Yield Tax-Free Income Fund - Class B
Franklin High Yield Tax-Free Income Fund - Class C
Franklin High Yield Tax-Free Income Fund - Advisor Class
Franklin Insured Tax-Free Income Fund - Class A
Franklin Insured Tax-Free Income Fund - Class B
Franklin Insured Tax-Free Income Fund - Class C
Franklin Insured Tax-Free Income Fund - Advisor Class
Franklin Massachusetts Tax-Free Income Fund - Class A
Franklin Massachusetts Tax-Free Income Fund - Class C
Franklin Massachusetts Tax-Free Income Fund - Advisor Class
Franklin New Jersey Tax-Free Income Fund - Class A
Franklin New Jersey Tax-Free Income Fund - Class B
Franklin New Jersey Tax-Free Income Fund - Class C
Franklin New Jersey Tax-Free Income Fund - Advisor Class

Shares of each class represent proportionate interests in the Fund's assets. On matters that affect the Fund as a whole, each class has the same voting and other rights and preferences as any other class. On matters that affect only one class, only shareholders of that class may vote. Each class votes separately on matters affecting only that class, or expressly required to be voted on separately by state or federal law. Shares of each class of a series have the same voting and other rights and preferences as the other classes and series of the Trust for matters that affect the Trust as a whole. Additional series may be offered in the future.

The Trust has noncumulative voting rights. For board member elections, this gives holders of more than 50% of the shares voting the ability to elect all of the members of the board. If this happens, holders of the remaining shares voting will not be able to elect anyone to the board.

The Trust does not intend to hold annual shareholder meetings. The Trust or a series of the Trust may hold special meetings, however, for matters requiring shareholder approval.

From time to time, the number of Fund shares held in the "street name" accounts of various securities dealers for the benefit of their clients or in centralized securities depositories may exceed 5% of the total shares outstanding. To the best knowledge of the Fund, no other person holds beneficially or of record more than 5% of the outstanding shares of any class.

As of June 1, 2012, the officers and board members, as a group, owned of record and beneficially 1% of the Insured Fund's Advisor Class shares and less than 1% of the outstanding shares of the other Funds and classes. The board members may own shares in other funds in Franklin Templeton Investments.

Buying and Selling Shares

The Fund continuously offers its shares through securities dealers who have an agreement with Franklin Templeton Distributors, Inc. (Distributors). A securities dealer includes any financial institution that, either directly or through affiliates, has an agreement with Distributors to handle customer orders and accounts with the Fund. This reference is for convenience only and does not indicate a legal conclusion of capacity. Banks and financial institutions that sell shares of the Fund may be required by state law to register as securities dealers. If you buy or sell shares through your securities dealer, you may be charged a transaction processing fee by your securities dealer. Your securities dealer will provide you with specific information about any transaction processing fees you will be charged.

For investors outside the U.S., the offering of Fund shares may be limited in many jurisdictions. An investor who wishes to buy shares of the Fund should determine, or have a broker-dealer determine, the applicable laws and regulations of the relevant jurisdiction. Investors are responsible for compliance with tax, currency exchange or other regulations applicable to redemption and purchase transactions in any jurisdiction to which they may be subject. Investors should consult appropriate tax and legal advisors to obtain information on the rules applicable to these transactions.

All checks, drafts, wires and other payment mediums used to buy or sell shares of the Fund must be denominated in U.S. dollars. We may, in our sole discretion, either (a) reject any order to buy or sell shares denominated in any other currency or (b) honor the transaction or make adjustments to your account for the transaction as of a date and with a foreign currency exchange factor determined by the drawee bank. We may deduct any applicable banking charges imposed by the bank from your account.

When you buy shares, if you submit a check or a draft that is returned unpaid to the Fund we may impose a $10 charge against your account for each returned item.

Investment by asset allocators and large shareholders Particularly during times of overall market turmoil or price volatility, the Fund may experience adverse affects when certain large shareholders such as other funds, institutional investors (including those trading by use of non-discretionary mathematical formulas) and asset allocators (who make investment decisions on behalf of underlying clients). Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would.

These transactions may also accelerate the realization of taxable income to shareholders if such sales of investments resulted in gains, and may also increase transaction costs. In addition, a large redemption could result in the Fund's current expenses being allocated over a smaller asset base, leading to an increase in the Fund's expense ratio.

When experiencing such purchases and redemptions by large shareholders, the Fund may restrict or reject trading activity in accordance with the Frequent Trading Policy of the Fund as set forth in the Fund’s Prospectus.

Initial sales charges The maximum initial sales charge is 2.25% for Class A of the Federal Limited-Term Fund and Federal Intermediate-Term Fund. For each of the other Funds, the maximum initial sales charge is 4.25% for Class A. There is no initial sales charge for Class C and Advisor Class.

The initial sales charge for Class A shares may be reduced for certain large purchases, as described in the prospectus. We offer several ways for you to combine your purchases in Franklin Templeton funds to take advantage of the lower sales charges for large purchases.

Letter of intent (LOI). You may buy Class A shares at a reduced sales charge by completing the LOI section of your account application. An LOI is a commitment by you to invest a specified dollar amount during a 13-month period. The amount you agree to invest determines the sales charge you pay. By completing the LOI section of the application, you acknowledge and agree to the following:

You authorize Distributors to reserve approximately 5% of your total intended purchase in Class A shares registered in your name until you fulfill your LOI. Your periodic statements will include the reserved shares in the total shares you own, and we will pay or reinvest dividend and capital gain distributions on the reserved shares according to the distribution option you have chosen.
You give Distributors a security interest in the reserved shares and appoint Distributors as attorney-in-fact.
Distributors may sell any or all of the reserved shares to cover any additional sales charge if you do not fulfill the terms of the LOI.
Although you may exchange your shares, you may not sell reserved shares until you complete the LOI or pay the higher sales charge.

After you file your LOI with the Fund, you may buy Class A shares at the sales charge applicable to the amount specified in your LOI. Sales charge reductions based on purchases in more than one Franklin Templeton fund will be effective only after notification to Distributors that the investment qualifies for a discount. If you file your LOI with the Fund before a change in the Fund's sales charge, you may complete the LOI at the lower of the new sales charge or the sales charge in effect when the LOI was filed.

Your holdings in Franklin Templeton funds acquired before you filed your LOI will be counted towards the completion of the LOI.

If the terms of your LOI are met, the reserved shares will be deposited to an account in your name or delivered to you or as you direct.

If the amount of your total purchases is less than the amount specified in your LOI, the sales charge will be adjusted upward, depending on the actual amount purchased during the period. You will need to send Distributors an amount equal to the difference in the actual dollar amount of sales charge paid and the amount of sales charge that would have applied to the total purchases if the total of the purchases had been made at one time. Upon payment of this amount, the reserved shares held for your account will be deposited to an account in your name or delivered to you or as you direct. If within 20 days after written request the difference in sales charge is not paid, we will redeem an appropriate number of reserved shares to realize the difference. If you redeem the total amount in your account before you fulfill your LOI, we will deduct the additional sales charge due from the sale proceeds and forward the balance to you.

Waivers for investments from certain payments. Class A shares may be purchased without an initial sales charge or contingent deferred sales charge (CDSC) by investors who reinvest within 90 days:

Dividend and capital gain distributions from any Franklin Templeton fund. The distributions generally must be reinvested in the same share class. Certain exceptions apply, however, to Class C shareholders who chose to reinvest their distributions in Class A shares of the Fund before November 17, 1997, and to Advisor Class or Class Z shareholders of a Franklin Templeton fund who may reinvest their distributions in the Fund's Class A shares.
Annuity payments received under either an annuity option or from death benefit proceeds, if the annuity contract offers as an investment option the Franklin Templeton Variable Insurance Products Trust. You should contact your tax advisor for information on any tax consequences that may apply.
Redemption proceeds from the sale of Class A shares of any of the Franklin Templeton Investment Funds if you are a qualified investor.

If you paid a CDSC when you redeemed your Class A shares from a Franklin Templeton Investment Fund, a new CDSC will apply to your purchase of Fund shares and the CDSC holding period will begin again. We will, however, credit your Fund account with additional shares based on the CDSC you previously paid and the amount of the redemption proceeds that you reinvest.

If you immediately placed your redemption proceeds in a Franklin Templeton money fund, you may reinvest them as described above. The proceeds must be reinvested within 90 days from the date they are redeemed from the money fund.

Waivers for certain investors. The following investors or investments qualify to buy Class A shares without an initial sales charge or CDSC due to anticipated economies in sales efforts and expenses, including:

Governments, municipalities, and tax-exempt entities that meet the requirements for qualification under section 501 of the Internal Revenue Code when purchasing direct from the Fund. Please consult your legal and investment advisors to determine if an investment in the Fund is permissible and suitable for you.
Registered securities dealers and their affiliates, for their investment accounts only
Current employees of securities dealers and their affiliates and their family members, as allowed by the internal policies of their employer
Current and former officers, trustees, directors, full-time employees (and, in each case, their family members) of both Franklin Templeton Investments and Franklin Templeton funds, consistent with our then-current policies
Current partners of law firms that currently provide legal counsel to the funds, Franklin Resources, Inc. or its affiliates
Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisory agreements); and/or (2) as trustee of an inter vivos or testamentary trust
Certain unit investment trusts and their holders reinvesting distributions from the trusts
Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets
Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangement between the investor and a registered broker-dealer or investment adviser, trust company or bank (referred to as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or a broker-dealer through whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. No minimum initial investment.

Dealer and financial intermediary compensation Securities dealers may at times receive the entire sales charge. A securities dealer who receives 90% or more of the sales charge may be deemed an underwriter under the Securities Act of 1933, as amended. Financial institutions or their affiliated brokers may receive an agency transaction fee in the percentages indicated in the dealer compensation table in the Fund's prospectus.

Distributors may pay the following commissions to securities dealers who initiate and are responsible for purchases of Class A shares of $1 million or more: 1% (for funds with a maximum initial sales charge of 5.75%) and 0.75% (for funds with a maximum initial sales charge less than 5.75%) on sales of $1 million or more but less than $4 million, plus 0.50% on sales of $4 million or more but less than $50 million, plus 0.25% on sales of $50 million or more. Consistent with the provisions and limitations set forth in its Class A Rule 12b-1 distribution plan, the Fund may reimburse Distributors for the cost of these commission payments.

These payments may be made in the form of contingent advance payments, which may be recovered from the securities dealer or set off against other payments due to the dealer if shares are sold within 18 months of the calendar month of purchase. Other conditions may apply. Other terms and conditions may be imposed by an agreement between Distributors, or one of its affiliates, and the securities dealer.

In addition to the sales charge payments described above and the distribution and service (12b-1) fees described below under "The Underwriter - Distribution and service (12b-1) fees," Distributors and/or its non-fund affiliates may make the following additional payments to securities dealers that sell shares of Franklin Templeton funds:

Marketing support payments. Distributors may make payments to certain dealers who are holders or dealers of record for accounts in one or more of the Franklin Templeton funds. A dealer's marketing support services may include business planning assistance, advertising, educating dealer personnel about the Franklin Templeton funds and shareholder financial planning needs, placement on the dealer's list of offered funds, and access to sales meetings, sales representatives and management representatives of the dealer. Distributors compensates dealers differently depending upon, among other factors, sales and assets levels, redemption rates and the level and/or type of marketing and educational activities provided by the dealer. Such compensation may include financial assistance to dealers that enable Distributors to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer-sponsored events. These payments may vary depending upon the nature of the event. Distributors will, on an annual basis, determine whether to continue such payments. In the case of any one dealer, marketing support payments will not exceed the sum of 0.08% of that dealer's current year's total sales of Franklin Templeton mutual funds and 0.05% (or 0.03%) of the total assets respectively, of equity or fixed income funds attributable to that dealer, on an annual basis.

Distributors may also make marketing support payments to financial intermediaries in connection with their activities that are intended to assist in the sale of shares of Franklin Templeton funds, directly or indirectly, to certain Employer Sponsored Retirement Plans that have retained such financial intermediaries as plan service providers. Payments may be made on account of activities that may include, but are not limited to, one or more of the following: business planning assistance for financial intermediary personnel, educating financial intermediary personnel about the Franklin Templeton funds, access to sales meetings, sales representatives, wholesalers, and management representatives of the financial intermediary, and detailed sales reporting. A financial intermediary may perform the services itself or may arrange with a third party to perform the services. In the case of any one financial intermediary, such payments will not exceed 0.10% of the total assets of Franklin Templeton equity or fixed income mutual funds held, directly or indirectly, by such Employer Sponsored Retirement Plans, on an annual basis. Distributors will, on an annual basis, determine whether to continue such payments. Any current year sales to, or assets held on behalf of, Employer Sponsored Retirement Plans for which payment is made to a financial intermediary pursuant to this paragraph will be excluded from the calculation of marketing support payments pursuant to the preceding paragraph.

Consistent with the provisions and limitations set forth in its Rule 12b-1 distribution plans, the Fund may reimburse Distributors for the cost of a portion of these marketing support payments.

Marketing support payments may be in addition to any servicing and other fees paid by Investor Services, as described further below and under “Shareholder servicing and transfer agent” above.

As noted below, Distributors may provide additional compensation to dealers and financial intermediaries, including dealers and financial intermediaries not listed below, related to transaction support and various dealer-sponsored events intended to educate financial advisers and their clients about the Franklin Templeton funds.

The following list includes FINRA member firms (or, in some instances, their respective affiliates) that Distributors anticipates will receive marketing support payments as of March 31, 2012. In addition to member firms of FINRA, Distributors also makes marketing support payments, and Distributors' non-fund affiliates may make administrative services payments, to certain other financial intermediaries, such as banks, insurance companies, and plan administrators, that sell fund shares or provide services to Franklin Templeton funds and shareholders. These firms may not be included in this list. You should ask your financial intermediary if it receives such payments.

ADP Retirement Services, American Portfolios Financial Services, Inc., American United Life Insurance Company, Ameriprise Financial Services, Inc., Ascensus, Inc., AXA Advisors, LLC, BBVA Compass Investment Solutions, Inc., Benjamin F. Edwards & Company, Inc., Cadaret Grant & Co., Inc., Cambridge Investment Research Inc., CCO Investment Services Corp., Chase Investment Services Corp., Citigroup Global Markets Inc., Commonwealth Financial Network, CPI Qualified Plan Consultants, Inc., CUNA Brokerage Services, Inc., CUSO Financial Services, L.P., Daily Access Corporation, Diversified Investment Advisors, Edward Jones, ExpertPlan, Inc., Fidelity Investments Institutional Services Company, Inc., Fifth Third Securities, Inc., Financial Network Investment Corporation, First Command Financial Planning, Inc., FSC Securities Corporation, Goldman, Sachs & Co., Great-West Retirement Services, Hartford, IFC Holdings, Inc. D/B/A INVEST Financial Corporation, ING Financial Partners, Inc., ING Institutional Plan Services LLP, Investment Centers of America, Inc., J.J.B. Hilliard, W.L. Lyons, Inc., Janney Montgomery Scott LLC, John Hancock Distributors LLC, Legend Equities Corporation, Lincoln Financial Advisors Corporation, Lincoln Financial Securities Corporation, Lincoln Investment Planning, Inc., Lincoln Retirement Services Company LLC, LPL Financial Corporation, M&T Securities Inc., Massachusetts Mutual Life Insurance Company, Merrill Lynch, Pierce, Fenner & Smith, Inc., Morgan Stanley Smith Barney LLC, Multi-Financial Securities Corporation, National Planning Corporation, New York Life Retirement Plan Services, Newport Retirement Services, Inc., Northwestern Mutual Investment Services, LLC, PFS Investments, Inc., PNC Investments, LLC, PrimeVest Financial Services, Inc., Principal Financial Group, Putnam Investor Services, Inc., Raymond James & Associates, Inc., Raymond James Financial Services, Inc., RBC Capital Markets Corporation, Richard D. Schubert, Inc., Robert W. Baird & Co., Inc., Royal Alliance Associates, Inc., SagePoint Financial, Inc., Securities America, Inc., Signator Investors, Inc., SII Investments, Inc., Sorrento Pacific Financial, LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Banks Inc., SunTrust Investment Services, Inc., TD Ameritrade Trust Company, TFS Securities, Inc., The Huntington Investment Company, The Investment Center, Inc., TIAA-CREF Individual & Institutional Services, LLC, Transamerica Advisors Life Insurance Company, UBS Financial Services, Inc., UBS Global Asset Management (US) Inc., UnionBanc Investment Services, LLC, U.S. Bancorp Investments, Inc., USI Consulting Group, and Wells Fargo Advisors, LLC.

Marketing support payments made to organizations located outside the U.S., with respect to investments in the Fund by non-U.S. persons, may exceed the above-stated limitation.

Transaction support payments. The types of payments that Distributors may make under this category include, among others, payment of ticket charges of up to $20 per purchase or exchange order placed by a dealer or one-time payments for ancillary services such as setting up funds on a dealer's mutual fund trading system.

Other payments. From time to time, Distributors, at its expense, may make additional payments to dealers that sell or arrange for the sale of shares of the Fund. Such compensation may include financial assistance to dealers that enable Distributors to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events, co-operative advertising, newsletters, and other dealer-sponsored events. These payments may vary depending upon the nature of the event, and can include travel expenses, such as lodging incurred by registered representatives and other employees in connection with training and educational meetings, client prospecting and due diligence trips.

Distributors routinely sponsors due diligence meetings for registered representatives during which they receive updates on various Franklin Templeton funds and are afforded the opportunity to speak with portfolio managers. Invitation to these meetings is not conditioned on selling a specific number of shares. Those who have shown an interest in Franklin Templeton funds, however, are more likely to be considered. To the extent permitted by their firm's policies and procedures, registered representatives' expenses in attending these meetings may be covered by Distributors.

Other compensation may be offered to the extent not prohibited by federal or state laws or any self-regulatory agency, such as FINRA. Distributors makes payments for events it deems appropriate, subject to Distributors' guidelines and applicable law.

You should ask your dealer for information about any payments it receives from Distributors and any services provided.

In addition, Investor Services may make payments to financial intermediaries that provide administrative services to defined benefit plans. Investor Services does not seek reimbursement by the Fund for such payments.

Contingent deferred sales charge (CDSC) - Class A, B and C If you invest any amount in Class C shares or $1 million or more in Class A shares, either as a lump sum or through our cumulative quantity discount or letter of intent programs, a CDSC may apply on any Class A shares you sell within 18 months and any Class C shares you sell within 12 months of purchase. The CDSC is 1% for Class C and 0.75% for Class A of the value of the shares sold or the net asset value at the time of purchase, whichever is less. A CDSC will not apply to Class A purchases over $250 million in the High Yield Fund.

For Class B shares, there is a CDSC if you sell your shares within six years, as described in the table below. The charge is based on the value of the shares sold or the net asset value at the time of purchase, whichever is less.

if you sell your Class B shares within this many years after buying them	this % is deducted from your proceeds as a CDSC
1 Year	4
2 Years	4
3 Years	3
4 Years	3
5 Years	2
6 Years	1
7 Years	0

CDSC waivers. The CDSC for any share class will be waived for:

Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets.
Account fees
Redemptions by the Fund when an account falls below the minimum required account size
Redemptions following the death of the shareholder or beneficial owner
Redemptions through a systematic withdrawal plan set up before February 1, 1995
Redemptions through a systematic withdrawal plan set up on or after February 1, 1995, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of your account's net asset value depending on the frequency of your plan

Exchange privilege If you request the exchange of the total value of your account, accrued but unpaid income dividends and capital gain distributions will be reinvested in the Fund at net asset value on the date of the exchange, and then the entire share balance will be exchanged into the new fund. Backup withholding and information reporting may apply.

If a substantial number of shareholders should, within a short period, sell their Fund shares under the exchange privilege, the Fund might have to sell portfolio securities it might otherwise hold and incur the additional costs related to such transactions. On the other hand, increased use of the exchange privilege may result in periodic large inflows of money. If this occurs, it is the Fund's general policy to initially invest this money in short-term, tax-exempt municipal securities, unless it is believed that attractive investment opportunities consistent with the Fund's investment goals exist immediately. This money will then be withdrawn from the short-term, tax-exempt municipal securities and invested in portfolio securities in as orderly a manner as is possible when attractive investment opportunities arise.

The proceeds from the sale of shares of an investment company generally are not available until the seventh day following the sale. The funds you are seeking to exchange into may delay issuing shares pursuant to an exchange until that seventh day. The sale of Fund shares to complete an exchange will be effected at net asset value at the close of business on the day the request for exchange is received in proper form.

In certain comprehensive fee or advisory programs that hold Class A shares, at the discretion of the financial intermediary, you may exchange to Advisor Class shares or Class Z shares (if offered by the fund).

Class C shares of a Fund may be exchanged for Advisor Class or Class Z shares of the same Fund, if offered by the Fund, provided you meet the Fund’s eligibility requirements for purchasing Advisor Class or Class Z shares. The Class C shares that you wish to exchange must not currently be subject to any CDSC.

Systematic withdrawal plan Our systematic withdrawal plan allows you to sell your shares and receive regular payments from your account on a monthly, quarterly, semiannual or annual basis. The value of your account must be at least $5,000 and the minimum payment amount for each withdrawal must be at least $50. There are no service charges for establishing or maintaining a systematic withdrawal plan.

Each month in which a payment is scheduled, we will redeem an equivalent amount of shares in your account on the day of the month you have indicated on your account application or, if no day is indicated, on the 20th day of the month. If that day falls on a weekend or holiday, we will process the redemption on the next business day. For plans set up before June 1, 2000, we will continue to process redemptions on the 25th day of the month (or the next business day) unless you instruct us to change the processing date. Available processing dates currently are the 1st, 5th, 10th, 15th, 20th and 25th days of the month. When you sell your shares under a systematic withdrawal plan, it is a taxable transaction.

To avoid paying sales charges on money you plan to withdraw within a short period of time, you may not want to set up a systematic withdrawal plan if you plan to buy shares on a regular basis. Shares sold under the plan also may be subject to a CDSC.

Redeeming shares through a systematic withdrawal plan may reduce or exhaust the shares in your account if payments exceed distributions received from the Fund. This is especially likely to occur if there is a market decline. If a withdrawal amount exceeds the value of your account, your account will be closed and the remaining balance in your account will be sent to you. Because the amount withdrawn under the plan may be more than your actual yield or income, part of the payment may be a return of your investment.

To discontinue a systematic withdrawal plan, change the amount and schedule of withdrawal payments, or suspend one payment, we must receive instructions from you at least three business days before a scheduled payment. The Fund may discontinue a systematic withdrawal plan by notifying you in writing and will discontinue a systematic withdrawal plan automatically if all shares in your account are withdrawn, if the Fund receives notification of the shareholder's death or incapacity, or if mail is returned to the Fund marked “unable to forward” by the postal service.

Redemptions in kind The Fund has committed itself to pay in cash (by check) all requests for redemption by any shareholder of record, limited in amount, however, during any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's net assets at the beginning of the 90-day period. This commitment is irrevocable without the prior approval of the SEC. In the case of redemption requests in excess of these amounts, the board reserves the right to make payments in whole or in part in securities or other assets of the Fund, in case of an emergency, or if the payment of such a redemption in cash would be detrimental to the existing shareholders of the Fund. In these circumstances, the securities distributed would be valued at the price used to compute the Fund's net assets and you may incur brokerage fees in converting the securities to cash. The Fund does not intend to redeem illiquid securities in kind. If this happens, however, you may not be able to recover your investment in a timely manner.

Share certificates We will credit your shares to your Fund account. We do not issue share certificates unless you specifically request them. This eliminates the costly problem of replacing lost, stolen or destroyed certificates. If a certificate is lost, stolen or destroyed, you may have to pay an insurance premium of up to 2% of the value of the certificate to replace it.

Any outstanding share certificates must be returned to the Fund if you want to sell or exchange those shares or if you would like to start a systematic withdrawal plan. The certificates should be properly endorsed. You can do this either by signing the back of the certificate or by completing a share assignment form. For your protection, you may prefer to complete a share assignment form and to send the certificate and assignment form in separate envelopes.

General information If dividend checks are returned to the Fund marked "unable to forward" by the postal service, we will consider this a request by you to change your dividend option to reinvest all distributions. The proceeds will be reinvested in additional shares at net asset value until we receive new instructions.

Distribution or redemption checks sent to you do not earn interest or any other income during the time the checks remain uncashed. Neither the Fund nor its affiliates will be liable for any loss caused by your failure to cash such checks. The Fund is not responsible for tracking down uncashed checks, unless a check is returned as undeliverable.

In most cases, if mail is returned as undeliverable we are required to take certain steps to try to find you free of charge. If these attempts are unsuccessful, however, we may deduct the costs of any additional efforts to find you from your account. These costs may include a percentage of the account when a search company charges a percentage fee in exchange for its location services.

Sending redemption proceeds by wire or electronic funds transfer (ACH) is a special service that we make available whenever possible. By offering this service to you, the Fund is not bound to meet any redemption request in less than the seven-day period prescribed by law. Neither the Fund nor its agents shall be liable to you or any other person if, for any reason, a redemption request by wire or ACH is not processed as described in the prospectus.

There are special procedures for banks and other institutions that wish to open multiple accounts. An institution may open a single master account by filing one application form with the Fund, signed by personnel authorized to act for the institution. Individual sub-accounts may be opened when the master account is opened by listing them on the application, or by providing instructions to the Fund at a later date. These sub-accounts may be registered either by name or number. The Fund's investment minimums apply to each sub-account. The Fund will send confirmation and account statements for the sub-accounts to the institution.

If you buy or sell shares through your securities dealer, we use the net asset value next calculated after your securities dealer receives your request, which is promptly transmitted to the Fund. If you sell shares through your securities dealer, it is your dealer's responsibility to transmit the order to the Fund in a timely fashion. Your redemption proceeds will not earn interest between the time we receive the order from your dealer and the time we receive any required documents. Any loss to you resulting from your dealer's failure to transmit your redemption order to the Fund in a timely fashion must be settled between you and your securities dealer.

Certain shareholder servicing agents may be authorized to accept your transaction request.

For institutional and bank trust accounts, there may be additional methods of buying or selling Fund shares than those described in this SAI or in the prospectus. Institutional and bank trust accounts include accounts opened by or in the name of a person (includes a legal entity or an individual) that has signed an Institutional Account Application or Bank Trust Account Application accepted by Franklin Templeton Institutional, LLC or entered into a selling agreement and/or servicing agreement with Distributors or Investor Services. For example, the Fund permits the owner of an institutional account to make a same day wire purchase if a good order purchase request is received (a) before the close of the New York Stock Exchange (NYSE) or (b) through the National Securities Clearing Corporation’s automated system for processing purchase orders (Fund/SERV), even though funds are delivered by wire after the close of the NYSE. If funds to be wired are not received as scheduled, the purchase order may be cancelled or reversed and the institutional account owner could be liable for any losses or fees the Fund, Distributors and/or Investor Services may incur.

In the event of disputes involving conflicting claims of ownership or authority to control your shares, the Fund has the right (but has no obligation) to: (i) restrict the shares and require the written agreement of all persons deemed by the Fund to have a potential interest in the shares before executing instructions regarding the shares; or (ii) interplead disputed shares or the proceeds from the court-ordered sale thereof with a court of competent jurisdiction.

Should the Fund be required to defend against joint or multiple shareholders in any action relating to an ownership dispute, you expressly grant the Fund the right to obtain reimbursement for costs and expenses including, but not limited to, attorneys’ fees and court costs, by unilaterally redeeming shares from your account.

The Fund may be required (i) pursuant to a validly issued levy, to turn your shares over to a levying officer who may, in turn, sell your shares at a public sale; or (ii) pursuant to a final order of forfeiture to sell your shares and remit the proceeds to the U.S. or state government as directed.

Using good faith efforts, the investment manager attempts to identify class action litigation settlements and regulatory or governmental recovery funds involving securities presently or formerly held by the Fund or issuers of such securities or related parties (Claims) in which the Fund may be eligible to participate. When such Claims are identified, the investment manager will cause the Fund to file proofs of claim. Currently, such Claim opportunities predominate in the U.S. and in Canada; the investment manager’s efforts are therefore focused on Claim opportunities in those jurisdictions. The investment manager may learn of such class action lawsuit or victim fund recovery opportunities in jurisdictions outside of North America (Foreign Actions), in which case the investment manager has complete discretion to determine, on a case-by-case basis, whether to cause the Fund to file proofs of claim in such Foreign Actions. In addition, the investment manager may participate in bankruptcy proceedings relating to securities held by the Fund and join creditors’ committees on behalf of the Fund.

Further, the investment manager may on occasion initiate and/or recommend, and the board of trustees of the Fund may approve, pursuit of separate litigation against an issuer or related parties in connection with securities presently or formerly held by the Fund (whether by opting out of an existing class action lawsuit or otherwise).

Clients of financial advisors whose firms have a Selling Agreement with Distributors and who are eligible for the Financial Advisor Service Team (FAST) may be eligible for Franklin Templeton VIP Services^® which offers enhanced service and transaction capabilities. Please contact Shareholder Services at (800) 632-2301 for additional information on this program.

The Underwriter

Franklin Templeton Distributors, Inc. (Distributors) acts as the principal underwriter in the continuous public offering of the Fund's shares. Distributors is located at One Franklin Parkway, San Mateo, CA 94403-1906.

Distributors does not receive compensation from the Fund for acting as underwriter of the Fund's Advisor Class shares.

The table below shows the aggregate underwriting commissions Distributors received in connection with the offering of the Fund's Class A, B, and C shares, the net underwriting discounts and commissions Distributors retained after allowances to dealers, and the amounts Distributors received in connection with redemptions or repurchases of shares for the fiscal years ended February 29, 2012 and February 28, 2011 and 2010:

	Total Commissions Received ($)	Amount Retained by Distributors ($)	Amount Received in Connection with Redemptions and Repurchases ($)
2012
Double Tax-Free Fund	2,619,075	376,652	31,546
Federal Intermediate-Term Fund	2,959,750	413,494	132,867
Federal Limited-Term Fund	964,414	133,334	65,015
High Yield Fund	10,655,820	1,576,417	180,664
Insured Fund	6,040,612	897,371	93,932
Massachusetts Fund	418,441	62,715	16,395
New Jersey Fund	1,953,108	274,077	65,072
2011
Double Tax-Free Fund	2,776,267	409,914	38,648
Federal Intermediate-Term Fund	3,974,890	557,801	226,426
Federal Limited-Term Fund	1,271,495	167,481	127,631
High Yield Fund	11,519,259	1,702,830	366,903
Insured Fund	7,852,803	1,161,222	221,066
Massachusetts Fund	720,943	109,997	10,869
New Jersey Fund	2,739,080	402,583	112,974
2010
Double Tax-Free Fund	1,682,532	223,777	16,598
Federal Intermediate-Term Fund	3,191,874	458,872	117,907
Federal Limited-Term Fund	1,050,212	136,419	106,534
High Yield Fund	12,853,347	1,893,811	252,861
Insured Fund	7,060,121	1,054,886	92,083
Massachusetts Fund	852,700	131,037	6,716
New Jersey Fund	3,117,179	454,002	92,879

Distributors may be entitled to payments from the Fund under the Rule 12b-1 plans, as discussed below. Except as noted, Distributors received no other compensation from the Fund for acting as underwriter.

Distribution and service (12b-1) fees - Class A, B and C The board has adopted a separate plan pursuant to Rule 12b-1 for each class. Although the plans differ in some ways for each class, each plan is designed to benefit the Fund and its shareholders. The plans are expected to, among other things, increase advertising of the Fund, encourage purchases of Fund shares and service to its shareholders, and increase or maintain assets of the Fund so that certain fixed expenses may be spread over a broader asset base, with a positive impact on per share expense ratios. In addition, a positive cash flow into the Fund is useful in managing the Fund because the investment manager has more flexibility in taking advantage of new investment opportunities and handling shareholder redemptions.

Under each plan, the Fund pays Distributors or others for the expenses of activities that are primarily intended to sell shares of the class. These expenses also may include service fees paid to securities dealers or others who have executed a servicing agreement with the Fund, Distributors or its affiliates and who provide service or account maintenance to shareholders (service fees); and the expenses of printing prospectuses and reports used for sales purposes, of marketing support and of preparing and distributing sales literature and advertisements. Together, these expenses, including the service fees, are "eligible expenses." The 12b-1 fees charged to each class are based only on the fees attributable to that particular class. Because Class B is currently closed to new investors, the amounts paid by the Fund under its plan are primarily to pay for ongoing shareholder servicing and to pay Distributors in connection with the advancing of commissions to securities broker-dealers who sold Class B shares.

Because the Double Tax-Free Fund is currently closed to new investors, the amounts paid by the Fund under its plans are primarily to pay for ongoing shareholder servicing.

The Class A, B and C plans. Each Fund may pay up to 0.10% per year of Class A's average daily net assets except the Federal Limited-Term Fund pays Distributors up to 0.15% per year of the Fund's daily net assets.

The Fund pays Distributors up to 0.65% per year of Class B and Class C's average daily net assets, out of which 0.15% may be paid for services to the shareholders (service fees). The Class B and C plans also may be used to pay Distributors for advancing commissions to securities dealers with respect to the initial sale of Class B and C shares. Class B plan fees payable to Distributors are used by Distributors to pay for ongoing shareholder servicing and to pay Distributors in connection with the advancing of commissions to securities dealers who sold Class B shares.

In implementing the Class A plan, the board has determined that the annual fees payable under the plan for each Fund, except the Federal Intermediate-Term and Federal Limited-Term Funds, will be equal to the sum of: (i) the amount obtained by multiplying 0.10% by the average daily net assets represented by the Fund's Class A shares that were acquired by investors on or after May 1, 1994, the effective date of the plan (new assets), and (ii) the amount obtained by multiplying 0.05% by the average daily net assets represented by the Fund's Class A shares that were acquired before May 1, 1994 (old assets). These fees will be paid to the current securities dealer of record on the account. In addition, until such time as the maximum payment of 0.10% is reached on a yearly basis, up to an additional 0.02% will be paid to Distributors under the plan. When the Fund reaches $4 billion in assets, the amount to be paid to Distributors will be reduced from 0.02% to 0.01%. The payments made to Distributors will be used by Distributors to defray other marketing expenses that have been incurred in accordance with the plan, such as advertising.

The fee is a Class A expense. This means that all Class A shareholders, regardless of when they purchased their shares, will bear Rule 12b-1 expenses at the same rate. The initial rate for each fund, except the Federal Intermediate-Term and Federal Limited-Term Funds, will be at least 0.07% (0.05% plus 0.02%) of the average daily net assets of Class A and, as Class A shares are sold on or after May 1, 1994, will increase over time. Thus, as the proportion of Class A shares purchased on or after May 1, 1994, increases in relation to outstanding Class A shares, the expenses attributable to payments under the plan also will increase (but will not exceed 0.10% of average daily net assets). While this is the currently anticipated calculation for fees payable under the Class A plan for each Fund, except the Federal Intermediate-Term and Federal Limited-Term Funds, the plan permits the board to allow the Fund to pay a full 0.10% on all assets at any time. The approval of the board would be required to change the calculation of the payments to be made under the Class A plan.

The Class A plan is a reimbursement plan. It allows the Fund to reimburse Distributors for eligible expenses that Distributors has shown it has incurred. The Fund will not reimburse more than the maximum amount allowed under the plan. Any unreimbursed expenses from one year may not be carried over to or reimbursed in later years.

The Class B and C plans are compensation plans. They allow the Fund to pay a fee to Distributors that may be more than the eligible expenses Distributors has incurred at the time of the payment. Distributors must, however, demonstrate to the board that it has spent or has near-term plans to spend the amount received on eligible expenses. The Fund will not pay more than the maximum amount allowed under the plans.

Under the Class A plan, the amounts paid by the Fund pursuant to the plan for the fiscal year ended February 29, 2012, were:

	Double Tax-Free Fund ($)	Federal Intermediate-Term Fund ($)	Federal Limited-Term Fund ($)
Advertising	26,363	44,607	51,347
Printing and mailing prospectuses other than to current shareholders	510	544	867
Payments to underwriters	5,254	12,991	11,742
Payments to broker-dealers	520,191	1,443,887	929,688
Other	—	—	—
Total	552,318	1,502,029	993,644

	High Yield Fund ($)	Insured Fund ($)	Massachusetts Fund ($)	New Jersey Fund ($)
Advertising	265,082	150,586	36,716	77,026
Printing and mailing prospectuses other than to current shareholders	3,243	1,832	1,345	931
Payments to underwriters	45,649	22,570	4,947	10,482
Payments to broker-dealers	4,975,959	1,964,045	395,533	1,027,972
Other	—	—	—	—
Total	5,289,933	2,139,033	438,541	1,116,411

Under the Class B plan, the amounts paid by the Fund pursuant to the plan for the fiscal year ended February 29, 2012, were:

	High Yield Fund ($)	Insured Fund ($)	New Jersey Fund ($)
Advertising	—	—	—
Printing and mailing prospectuses other than to current shareholders	—	—	—
Payments to underwriters	—	—	—
Payments to broker-dealers	36,515	17,867	16,106
Other	120,456	58,656	54,443
Total	156,971	76,523	70,549

Under the Class C plan, the amounts paid by the Fund pursuant to the plan for the fiscal year ended February 29, 2012 were:

	Double Tax-Free Fund ($)	Federal Intermediate-Term Fund ($)	High Yield Fund ($)
Advertising	17,880	102,879	177,249
Printing and mailing prospectuses other than to current shareholders	363	1,123	1,818
Payments to underwriters	3,709	20,651	33,735
Payments to broker-dealers	611,121	2,319,486	6,607,835
Other	—	—	—
Total	633,073	2,444,139	6,820,637

	Insured Fund ($)	Massachusetts Fund ($)	New Jersey Fund ($)
Advertising	101,999	14,504	53,747
Printing and mailing prospectuses other than to current shareholders	1,061	453	688
Payments to underwriters	22,256	1,816	7,664
Payments to broker-dealers	2,448,659	512,682	1,718,978
Other	—	—	—
Total	2,573,975	529,455	1,781,077

In addition to the payments that Distributors or others are entitled to under each plan, each plan also provides that to the extent the Fund, the investment manager or Distributors or other parties on behalf of the Fund, the investment manager or Distributors make payments that are deemed to be for the financing of any activity primarily intended to result in the sale of Fund shares within the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to have been made pursuant to the plan.

To the extent fees are for distribution or marketing functions, as distinguished from administrative servicing or agency transactions, certain banks may not participate in the plans because of applicable federal law prohibiting certain banks from engaging in the distribution of mutual fund shares. These banks, however, are allowed to receive fees under the plans for administrative servicing or for agency transactions.

Distributors must provide written reports to the board at least quarterly on the amounts and purpose of any payment made under the plans and any related agreements, and furnish the board with such other information as the board may reasonably request to enable it to make an informed determination of whether the plans should be continued.

Each plan has been approved according to the provisions of Rule 12b-1. The terms and provisions of each plan also are consistent with Rule 12b-1.

Performance

Performance quotations are subject to SEC rules. These rules require the use of standardized performance quotations or, alternatively, that every non-standardized performance quotation furnished by the Fund be accompanied by certain standardized performance information computed as required by the SEC. Average annual total return before taxes, average annual total return after taxes on distributions, average annual total return after taxes on distributions and sale of shares and current yield quotations used by the Fund are based on the standardized methods of computing performance mandated by the SEC. An explanation of these and other methods used by the Fund to compute or express performance follows. Regardless of the method used, past performance does not guarantee future results, and is an indication of the return to shareholders only for the limited historical period used.

Average annual total return before taxes Average annual total return before taxes is determined by finding the average annual rates of return over certain periods that would equate an initial hypothetical $1,000 investment to its ending redeemable value. The calculation assumes that the maximum initial sales charge, if applicable, is deducted from the initial $1,000 purchase, and income dividends and capital gain distributions are reinvested at net asset value. The quotation assumes the account was completely redeemed at the end of each period and the deduction of all applicable charges and fees. If a change is made to the sales charge structure, historical performance information will be restated to reflect the maximum initial sales charge currently in effect.

When considering the average annual total return before taxes quotations for Class A shares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time fee charged on all direct purchases, which will have its greatest impact during the early stages of your investment. This charge will affect actual performance less the longer you retain your investment in the Fund.

The following SEC formula is used to calculate these figures:

where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period

Average annual total return after taxes on distributions Average annual total return after taxes on distributions is determined by finding the average annual rates of return over certain periods that would equate an initial hypothetical $1,000 investment to its ending redeemable value, after taxes on distributions. The calculation assumes that the maximum initial sales charge, if applicable, is deducted from the initial $1,000 purchase, and income dividends and capital gain distributions, less the taxes due on such distributions, are reinvested at net asset value. The quotation assumes the account was completely redeemed at the end of each period and the deduction of all applicable charges and fees, but assumes that the redemption itself had no tax consequences. If a change is made to the sales charge structure, historical performance information will be restated to reflect the maximum initial sales charge currently in effect.

Taxes due on distributions are calculated by applying the highest individual marginal federal income tax rates in effect on the reinvestment date, using the rates that correspond to the tax character of each component of the distributions (e.g., the ordinary income rate for distributions of ordinary income and net short-term capital gains, and the long-term capital gain rate for distributions of net long-term capital gains). The taxable amount and tax character of a distribution may be adjusted to reflect any recharacterization of the distribution since its original date. Distributions are adjusted to reflect the federal tax impact the distribution would have on an individual taxpayer on the reinvestment date; for example, no taxes are assumed to be due on the portion of any distribution that would not result in federal income tax on an individual (e.g., tax-exempt interest or non-taxable returns of capital). The effect of applicable tax credits, such as the foreign tax credit, is taken into account in accordance with federal tax law. Any potential tax liabilities other than federal tax liabilities (e.g., state and local taxes) are disregarded, as are the effects of phaseouts of certain exemptions, deductions, and credits at various income levels, and the impact of the federal alternative minimum tax. Any redemptions of shares required to pay recurring fees charged to shareholder accounts are assumed to result in no additional taxes or tax credits.

The Fund’s sales literature and advertising commonly refer to this calculation as the Fund’s after-tax average annual total return (pre-liquidation). When considering the average annual total return after taxes on distributions quotations for Class A shares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time fee charged on all direct purchases, which will have its greatest impact during the early stages of your investment. This charge will affect actual performance less the longer you retain your investment in the Fund.

The following SEC formula is used to calculate these figures:

where:

P = a hypothetical initial payment of $1,000

T = average annual total return (after taxes on distributions)

n = number of years

ATV_D = ending value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period, after taxes on fund distributions but not after taxes on redemption

Average annual total return after taxes on distributions and sale of fund shares Average annual total return after taxes on distributions and sale of fund shares is determined by finding the average annual rates of return over certain periods that would equate an initial hypothetical $1,000 investment to its ending redeemable value, after taxes on distributions and sale of fund shares. The calculation assumes that the maximum initial sales charge, if applicable, is deducted from the initial $1,000 purchase, and income dividends and capital gain distributions are reinvested at net asset value. The quotation assumes the account was completely redeemed at the end of each period and the deduction of all applicable charges and fees, including taxes upon sale of fund shares. If a change is made to the sales charge structure, historical performance information will be restated to reflect the maximum initial sales charge currently in effect.

The capital gain or loss upon redemption is calculated by subtracting the tax basis from the redemption proceeds, after deducting any nonrecurring charges assessed at the end of the period, subtracting capital gains taxes resulting from the redemption, or adding the tax benefit from capital losses resulting from the redemption. In determining the basis for a reinvested distribution, the distribution is included net of taxes assumed paid from the distribution, but not net of any sales loads imposed upon reinvestment. Tax basis is adjusted for any distributions representing returns of capital and any other tax basis adjustments that would apply to an individual taxpayer, as permitted by applicable federal law. The amount and character (e.g., short-term or long-term) of capital gain or loss upon redemption are separately determined for shares acquired through the initial investment and each subsequent purchase through reinvested distributions. Shares acquired through reinvestment of distributions are not assumed to have the same holding period as the initial investment. The tax character of such reinvestments is determined by the length of the period between reinvestment and the end of the measurement period in the case of reinvested distributions. Capital gains taxes (or the benefit resulting from tax losses) are calculated using the highest federal individual capital gains tax rate for gains of the appropriate character in effect on the redemption date and in accordance with federal law applicable on the redemption date. Shareholders are assumed to have sufficient capital gains of the same character from other investments to offset any capital losses from the redemption, so that the taxpayer may deduct the capital losses in full.

The Fund’s sales literature and advertising commonly refer to this calculation as the Fund’s after-tax average annual total return (post-liquidation). When considering the average annual total return after taxes on distributions quotations for Class A shares, you should keep in mind that the maximum initial sales charge reflected in each quotation is a one-time fee charged on all direct purchases, which will have its greatest impact during the early stages of your investment. This charge will affect actual performance less the longer you retain your investment in the Fund.

The following SEC formula is used to calculate these figures:

where:

P = a hypothetical initial payment of $1,000

T = average annual total return (after taxes on distributions and redemptions)

n = number of years

ATV_DR = ending value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period, after taxes on fund distributions and redemption

Cumulative total return Like average annual total return, cumulative total return assumes that the maximum initial sales charge, if applicable, is deducted from the initial $1,000 purchase, income dividends and capital gain distributions are reinvested at net asset value, the account was completely redeemed at the end of each period and the deduction of all applicable charges and fees. Cumulative total return, however, is based on the actual return for a specified period rather than on the average return.

Current yield Current yield shows the income per share earned by the Fund. It is calculated by dividing the net investment income per share earned during a 30-day base period by the applicable maximum offering price per share on the last day of the period and annualizing the result. Expenses accrued for the period include any fees charged to all shareholders of the class during the base period.

This SEC standardized yield reflects an estimated yield to maturity for each obligation held by the Fund which takes into account the current market value of the obligation and may reflect some judgments as to the ultimate realizable value of the obligation. This SEC standardized yield should be regarded as an estimate of the Fund's current rate of investment income, and it may not equal the Fund's actual income dividend distribution rate, the income paid to a shareholder's account or the income reported in the Fund's financial statements.

The following SEC formula is used to calculate these figures:

where:

a = dividends and interest earned during the period

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of shares outstanding during the period that were entitled to receive dividends

d = the maximum offering price per share on the last day of the period

Taxable-equivalent yield The Fund also may quote a taxable-equivalent yield that shows the before-tax yield that would have to be earned from a taxable investment to equal the yield. Taxable-equivalent yield is computed by dividing the portion of the yield that is tax-exempt by one minus the highest applicable combined federal and state income tax rate and adding the product to the portion of the yield that is not tax-exempt, if any.

From time to time, as any changes to the rates become effective, taxable-equivalent yield quotations advertised by the Fund will be updated to reflect these changes. The Fund expects updates may be necessary as tax rates are changed by federal and state governments. The advantage of tax-free investments, like the Fund, will be enhanced by any tax rate increases. Therefore, the details of specific tax increases may be used in sales material for the Fund.

Current distribution rate Current yield and taxable-equivalent yield, which are calculated according to a formula prescribed by the SEC, are not indicative of the amounts that were or will be paid to shareholders. Amounts paid to shareholders are reflected in the quoted current distribution rate or taxable-equivalent distribution rate. The current distribution rate is usually computed by annualizing the dividends paid per share by a class during a certain period and dividing that amount by the current maximum offering price. The current distribution rate differs from the current yield computation because it may include distributions to shareholders from sources other than interest, if any, and is calculated over a different period of time.

A taxable-equivalent distribution rate shows the taxable distribution rate equivalent to the current distribution rate. The advertised taxable-equivalent distribution rate will reflect the most current federal and state tax rates available to the Fund.

Volatility Occasionally statistics may be used to show the Fund's volatility or risk. Measures of volatility or risk are generally used to compare the Fund's net asset value or performance to a market index. One measure of volatility is beta. Beta is the volatility of a fund relative to the total market, as represented by an index considered representative of the types of securities in which the fund invests. A beta of more than 1.00 indicates volatility greater than the market and a beta of less than 1.00 indicates volatility less than the market. Another measure of volatility or risk is standard deviation. Standard deviation is used to measure variability of net asset value or total return around an average over a specified period of time. The idea is that greater volatility means greater risk undertaken in achieving performance.

Other performance quotations The Fund also may quote the performance of Class A shares without a sales charge. Sales literature and advertising may quote a cumulative total return, average annual total return and other measures of performance with the substitution of net asset value for the public offering price.

The Fund may include in its advertising or sales material information relating to investment goals and performance results of funds belonging to Franklin Templeton Investments. Resources is the parent company of the advisors and underwriter of Franklin Templeton funds.

Miscellaneous Information

The Fund may help you achieve various investment goals such as accumulating money for retirement, saving for a down payment on a home, college costs and other long-term goals. The Franklin College Savings Planner may help you in determining how much money must be invested on a monthly basis to have a projected amount available in the future to fund a child's college education. (Projected college cost estimates are based upon current costs published by the College Board.) The Franklin Retirement Savings Planner leads you through the steps to start a retirement savings program. Of course, an investment in the Fund cannot guarantee that these goals will be met.

The Fund is a member of Franklin Templeton Investments, one of the largest mutual fund organizations in the U.S., and may be considered in a program for diversification of assets. Founded in 1947, Franklin is one of the oldest mutual fund organizations and now services more than 2 million shareholder accounts. In 1992, Franklin, a leader in managing fixed-income mutual funds and an innovator in creating domestic equity funds, joined forces with Templeton, a pioneer in international investing. The Mutual Series team, known for its value-driven approach to domestic equity investing, became part of the organization four years later. In 2001, the Fiduciary Trust team, known for providing global investment management to institutions and high net worth clients worldwide, joined the organization. Together, Franklin Templeton Investments has, as of May 31, 2012, over $683 billion in assets under management for more than 4 million U.S. based mutual fund shareholder and other accounts. Franklin Templeton Investments offers 111 U.S. based open-end investment companies to the public. The Fund may identify itself by its NASDAQ symbol or CUSIP number.

Under current federal and state income tax laws, municipal securities remain one of the few investments offering the potential for tax-free income. In 2012, the tax cost of a fully taxable investment could reach $42.94 on every $100 of investment earnings. This is based on the highest federal personal income tax rate of 35.00% and the highest combined state and local personal income tax rate of 12.22%. The combined tax rate of 42.94% assumes a federal income tax deduction for the full amount of the state and local income taxes. Federal and state income tax rates are as of December 28, 2011, and are subject to change as federal and state legislatures search for new revenue to meet expected budget shortfalls. Franklin tax-free funds, however, offer tax relief through a professionally managed portfolio of tax-free securities selected based on their yield, quality and maturity. An investment in a Franklin tax-free fund may provide you with the potential to earn income free from regular federal income tax and, depending on the fund and your state of residence, state and local tax as well, while supporting state and local public projects. A portion, or a small portion, of the tax-free funds’ income dividends may be subject to the federal alternative minimum tax. Franklin tax-free funds may also provide tax-free compounding when tax-free income is reinvested. An investment in Franklin's tax-free funds can grow more rapidly than similar taxable investments. Shareholders should also be aware that many states are experiencing budget shortfalls in their annual budgets and these states may raise taxes on investment income to generate additional revenue to cover these shortfalls. Tax-free compounding may create one more reason why investors should consider an investment in a tax-free fund as an investment opportunity at this time.

Municipal securities are generally considered to be creditworthy, second in quality only to securities issued or guaranteed by the U.S. government and its agencies. The market price of municipal securities, however, may fluctuate. This fluctuation will have a direct impact on the net asset value of the Fund's shares.

Currently, there are more mutual funds than there are stocks listed on the NYSE. While many of them have similar investment goals, no two are exactly alike. Shares of the Fund are generally sold through securities dealers, whose investment representatives are experienced professionals who can offer advice on the type of investments suitable to your unique goals and needs, as well as the risks associated with such investments.

Description of Ratings

Municipal Bond Ratings

Moody's

Municipal Ratings are the opinions of the investment quality of issuers and issues in the U.S. municipal and tax-exempt markets. As such, these ratings incorporate Moody's assessment of the default probability and loss severity of these issuers and issues. The default and loss content for Moody's municipal long-term rating scale differs from Moody's general long-term rating scale. It is important that users of Moody's ratings understand these differences when making rating comparisons between the Municipal and Global Scales.

Municipal Ratings are based upon the analysis of five primary factors related to municipal finance: market position, financial position, debt levels, finances, governance and covenants. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality's ability to repay its debt.

INVESTMENT GRADE

Aaa: Issues or issuers rated Aaa demonstrate the strongest creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Aa: Issues or issuers rated Aa demonstrate very strong creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

A: Issues or issuers rated A present above-average creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Baa: Issues or issuers rated Baa represent average creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

BELOW INVESTMENT GRADE

Ba: Issues or issuers rated Ba demonstrate below-average creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

B: Issues or issuers rated B demonstrate weak creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Caa: Issues or issuers rated Caa demonstrate very weak creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Ca: Issues or issuers rated Ca demonstrate extremely weak creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

C: Issues or issuers demonstrate the weakest creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Con.(*): Municipal bonds for which the security depends upon the completion of some act or the fulfillment of some condition are rated conditionally. These are bonds secured by (a) earnings of projects under construction, (b) earnings of projects unseasoned in operation experience, (c) rentals that begin when facilities are completed, or (d) payments to which some other limiting condition attaches. Parenthetical rating denotes probable credit stature upon the completion of construction or the elimination of the basis of the condition.

Note: Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the issue or issuer ranks in the higher end of its generic rating category; modifier 2 indicates a mid-range ranking; and modifier 3 indicates that the issue or issuer ranks in the lower end of its generic rating category.

S&P^®

S&P's issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligor's capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a statement of fact or recommendation to purchase, sell, or hold a financial obligation or make any investment decisions. Nor is it a comment regarding an issue's market price or suitability for a particular investor.

Issue credit ratings are based on current information furnished by the obligors or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.

INVESTMENT GRADE

AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated AA differs from AAA issues only in a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than an obligation in the higher rating categories. However, the obligor's capacity to meet its financial commitment is considered still strong.

BBB: An obligation rated BBB normally exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BELOW INVESTMENT GRADE

BB, B, CCC, CC, C: Obligations rated BB, B, CCC, CC and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest degree of speculation. While these obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default.

D: An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating is also used upon the filing of a bankruptcy petition or the taking of a similar action if payments on the obligation are jeopardized.

Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

pr: The designation "pr" indicates that the rating is provisional. Such a rating assumes the successful completion of the project financed by the debt being rated and also indicates that payment of the debt service is largely or entirely dependent upon the successful and timely completion of the project. This rating addresses credit quality subsequent to the completion of the project, but makes no comment on the likelihood of or the risk of default upon failure of such completion.

Municipal Note Ratings

Moody's

Moody's ratings for municipal short-term investment grade obligations are designated Municipal Investment Grade (MIG) and are divided into three levels -- MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation. Symbols used will be as follows:

INVESTMENT GRADE

MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not so large as in the preceding group.

MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well established.

BELOW INVESTMENT GRADE

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

S&P^®

New municipal note issues due in three years or less, will usually be assigned the ratings below. Notes maturing beyond three years will most likely receive a bond rating of the type recited above.

SP-1: Issues carrying this designation have a strong capacity to pay principal and interest. Issues determined to possess a very strong capacity to pay debt service are given a "plus" (+) designation.

SP-2: Issues carrying this designation have a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the terms of the notes.

SP-3: Issues carrying this designation have a speculative capacity to pay principal and interest.

Short-Term Debt Ratings

Moody's

Moody's short-term debt ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs and to individual short-term debt instruments. These obligations generally have an original maturity not exceeding 13 months, unless explicitly noted. Moody's employs the following designations to indicate the relative repayment capacity of rated issuers:

P-1 (Prime-1): Issuers (or supporting institutions) so rated have a superior ability to repay short-term debt obligations.

P-2 (Prime-2): Issuers (or supporting institutions) so rated have a strong ability to repay short-term debt obligations.

P-3 (Prime-3): Issuers (or supporting institutions) so rated have an acceptable ability to repay short-term debt obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

S&P^®

S&P's ratings are a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days -- including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating.

A-1: This designation indicates that the obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A-2: Issues carrying this designation are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations carrying the higher designations. However, the obligor's capacity to meet its financial commitments on the obligation is satisfactory.

A-3: Issues carrying this designation exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B: Issues carrying this designation are regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation. However, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

C: Issues carrying this designation are currently vulnerable to nonpayment and are dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D: Issues carrying this designation are in payment default. The D rating category is used when payments on an obligation are not made on the due date even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

State Tax Treatment

The following information on the state income tax treatment of dividends from the Fund is based upon correspondence and sources believed to be reliable. Except where otherwise noted, the information pertains to individual state income taxation only. You may be subject to local taxes on dividends or the value of your shares. Corporations, trusts, estates and other entities may be subject to income and/or other taxes and should consult with their tax advisors or their state department of revenue. For some investors, a portion of the dividend income may be subject to the federal and/or state alternative minimum tax.

Massachusetts Chapter 62, Section 2, of the Massachusetts General Laws provides that dividends received from a regulated investment company, such as the Massachusetts Fund, are exempt from state personal income tax to the extent that such dividends are attributable to interest on obligations of the United States government that are exempt from state income taxation (including pursuant to at least one private ruling issued by the Massachusetts Commissioner of Revenue, qualifying obligations of Puerto Rico, Guam and the Virgin Islands). In addition, exempt-interest dividends that are attributable to obligations of the Commonwealth of Massachusetts, or any political subdivision, agency or instrumentality within the Commonwealth (as well as certain capital gain dividends to the extent such dividends are attributable to specified obligations of Massachusetts and its political subdivisions the gain on which is exempt from taxation under Massachusetts law), also are exempt from state personal income tax. Such dividends may be excluded only if identified as exempt dividends in a written notice to shareholders by the Massachusetts Fund no later than 60 days after the close of its tax year. Dividends paid from interest earned on indirect United States government obligations (Ginnie Maes, Fannie Maes, etc.) or other obligations from other states and their political subdivisions are fully taxable. To the extent that such taxable investments are made by the Fund for temporary or defensive purposes, the distributions will be taxable.

New Jersey Section 54A:6-14.1 of the New Jersey Statutes provides that distributions paid by qualified investment funds, such as the New Jersey Fund, are not included in gross income for purposes of the New Jersey gross income tax to the extent the distributions are attributable to interest or gain from obligations issued by or on behalf of the state of New Jersey or its political subdivisions, or obligations free from state or local taxation by any act of the state of New Jersey or laws of the U.S. (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands). In order to qualify as a qualified investment fund, the New Jersey Fund must, among other things, have not less than 80% of its investments (excluding cash, cash items, receivables and certain other financial instruments) invested in the tax exempt obligations described above. Dividends paid from interest earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or obligations of other states and their political subdivisions are fully taxable. To the extent that such taxable investments are made by the Fund for temporary or defensive purposes, the distributions will be taxable. As a matter of policy, the Fund will continue to qualify as a qualified investment fund to try to ensure that the Fund continues to qualify to pay distributions that are exempt from the New Jersey gross income tax. Any distributions of net short-term and net long-term capital gain earned by the Fund from taxable obligations are included in an individual shareholder's New Jersey taxable income.

Puerto Rico For U.S. citizens and residents, exempt-interest dividends received from the Double Tax-Free Fund generally are exempt from U.S. federal and state personal income taxation in states that impose an income tax, pursuant to section 103 of the Internal Revenue Code and 31 U.S.C. section 3124 (subject, however, to any limitations or restrictions imposed by a state). For Puerto Rico taxpayers, exempt-interest dividends, to the extent derived from Puerto Rico, Guam and Virgin Island obligations, generally will be exempt from Puerto Rico taxation pursuant to a ruling received by the fund dated May 24, 1996.

Franklin
Tax-Free Trust

P.O. Box 997151, Sacramento, CA 95899-7151
(800) DIAL BEN^®/342-5236

	Class
	A	B	C	Advisor
Franklin Alabama Tax-Free Income Fund	FRALX	—	FALEX	—
Franklin Florida Tax-Free Income Fund	FRFLX	FRFBX	FRFIX	—
Franklin Georgia Tax-Free Income Fund	FTGAX	—	FGAIX	—
Franklin Kentucky Tax-Free Income Fund	FRKYX	—	—	—
Franklin Louisiana Tax-Free Income Fund	FKLAX	—	FLAIX	—
Franklin Maryland Tax-Free Income Fund	FMDTX	—	FMDIX	FMDZX
Franklin Missouri Tax-Free Income Fund	FRMOX	—	FMOIX	FRMZX
Franklin North Carolina Tax-Free Income Fund	FXNCX	—	FNCIX	FNCZX
Franklin Virginia Tax-Free Income Fund	FRVAX	—	FVAIX	FRVZX

STATEMENT OF ADDITIONAL INFORMATION

July 1, 2012

For a free copy of the current prospectus or annual report, contact your investment representative or call (800) DIAL BEN/342-5236.

are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government;
are not deposits or obligations of, or guaranteed or endorsed by, any bank; and
are subject to investment risks, including the possible loss of principal.

TF2 SAI 07/12

Goals, Strategies and Risks

The following information provided with respect to the Fund is in addition to that included in the Fund’s prospectus.

Fundamental Investment Policies

The Fund may not:

2. Act as an underwriter, except to the extent the Fund may be deemed to be an underwriter when disposing of securities it owns or when selling its own shares.

6. Issue senior securities, except to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC.

Non-Fundamental Investment Policies

Additional Strategies

The Fund may invest up to 15% of its assets in illiquid securities.

Glossary of Investments, Techniques, Strategies and Their Risks

"small portion"	less than 10%
"portion"	10% to 25%
"significant"	25% to 50%
"substantial"	50% to 66%
"primary"	66% to 80%
"predominant"	80% or more

The Fund may invest in securities that are rated by various rating services such as Moody's Investors Service (Moody's) and Standard & Poor's (S&P^®), as well as securities that are unrated.

Anticipation notes Anticipation notes are issued to provide interim financing of various municipal needs in anticipation of the receipt of other sources of money for repayment of the notes.

Bond anticipation notes are normally issued to provide interim financing until a long-term bond financing can be arranged which provides the money for the repayment of the notes.

Revenue anticipation notes are issued in expectation of the receipt of revenue sources, other than tax receipts, such as anticipated revenues from a source such as turnpike tolls.

Distressed and defaulted debt securities

The Fund is not required to sell a debt security that has defaulted if the investment manager believes it is advantageous to continue holding the security.

As a result of recent market conditions, state regulators have from time to time required municipal bond insurers to suspend claims payments on outstanding insurance in force. Certain municipal bond insurers have withdrawn from the market. These circumstances have led to a decrease in the supply of insured municipal securities and a consolidation among municipal bond insurers concentrating the insurance company credit risk on securities in the Fund's portfolio amongst fewer municipal bond insurers.

The Fund may also gain exposure to municipal lease obligations, through certificates of participation, which represent a proportionate interest in the payments under a specified lease or leases.

Tax-exempt commercial paper Tax-exempt commercial paper typically represents an unsecured short-term obligation (270 days or less) issued by a municipality.

The following is a description of the general risks associated with the Fund's investments in municipal securities.

A number of risks associated with rating organizations apply to the purchase or sale of investment grade debt securities.

Obligations under debt securities held by the Fund may never be satisfied or, if satisfied, only satisfied in part.

Focus Because each Fund predominantly invests in the municipal securities of its state, its performance is closely tied to the ability of issuers of municipal securities in its state to continue to make principal and interest payments on their securities. The issuers' ability to do this is in turn dependent on economic, political and other conditions within the state or territory. The ability of issuers of municipal securities to continue to make principal and interest payments is dependent in large part on their ability to raise revenues, primarily through taxes, and to control spending. Many factors can affect a state's revenues including the rate of population growth, unemployment rates, personal income growth, federal aid, and the ability to attract and keep successful businesses. A number of factors can also affect a state's spending including the need for infrastructure improvements, increased costs for education and other services, current debt levels, and the existence of accumulated budget deficits.

State and U.S. Territory Risks

State Because each Fund predominantly invests in the municipal securities of its state, its performance is closely tied to the ability of issuers of municipal securities in its state to continue to make principal and interest payments on their securities. The issuers' ability to do this is in turn dependent on economic, political and other conditions within the state. Below is a discussion of certain conditions that may affect municipal issuers in the Fund's various states. It is not a complete analysis of every material fact that may affect the ability of issuers of municipal securities to meet their debt obligations or the economic or political conditions within any state and is subject to change. The information below is based on data available to the Fund from historically reliable sources, but the Fund has not independently verified it. In addition, the information provided is updated only through the information available as of the date of this SAI. The information and risks set forth below could change quickly and without notice due to additional information available, market or economic changes or other unforeseen events, among other things.

The following gives more information about the risks of investing in the Fund. Please read this information together with the section "Principal Risks" in the prospectus.

Alabama. Alabama has a large and fairly diversified economic base. Prior to 2009, economic growth was driven by the automotive industry with transportation equipment manufacturing accounting for 20% of total manufacturing jobs in the state. The national recession was felt through a loss of manufacturing and construction jobs. More recently, Alabama’s recovery has been led by growth in durable manufacturing (motor vehicles), retail trade and governmental activities.

In 2011, Alabama's economic activity showed signs of a slight recovery with GDP growing 2.2%, sales tax receipts growing 3.6% and state tax revenues growing 2.6%. The average unemployment rate for 2011 was 9%, down from 9.5% in 2010. The state’s seasonally adjusted unemployment rate as of January 2012 was 7.8%, down from 8% in December 2011 and well below 9.3% in January 2011. Alabama’s per capita income was $33,516 in 2010 compared to the U.S. average of $39,945.

Manufacturing output grew by 4.1% in 2011, with metal fabrication up 9.6%. Construction output declined by 0.3% due to continued weakness in the real estate market. Alabama’s exports grew 15.4% in 2011 to $17.9 billion, which made it a record export year. The Americas, including Canada, Mexico, and Latin America, continued to maintain the largest market share of Alabama exports in 2011 with a 38% share and an overall export value increase from $5.9 billion to $6.8 billion. Asia represented 30% of Alabama’s exports in 2011 and increased 18% in export value. Canada alone accounted for 18.4% of total exports in 2011 and has been the number one export destination for the past three years. Alabama’s top export sectors in 2011, ranked by dollar value, were vehicles, mineral fuel (coal), industrial machinery, plastics, electrical machinery, iron/steel, measuring instruments, aircraft, and wood pulp. Vehicles remained the state’s number one export with 89% of the total transportation exports. Vehicles and vehicle parts totaled over $5.4 billion in 2011, an increase of 14% from the $4.7 billion exported in 2010. Alabama ranked fourth nationwide for vehicle exports.

Alabama’s economic output is expected to grow 2.4% in 2012. Non-agricultural employment is expected to increase slightly by 1.1%, driven by growth from large manufacturing and services employers.

The ending fund balance in the General Fund, the state’s primary operating fund, for 2010 was $83 million compared to $222 million in 2009 and $382 million in 2008. Of the $83 million, $77 million was unreserved (93%). The ending fund balance for the Education Trust Fund was a negative $245 million compared to an ending balance of negative $222 million in 2009. In fiscal year 2009, the Education Trust Fund borrowed $437 million from the Alabama Trust Fund (depleting its rainy day fund), which enabled the state to avoid even larger spending cuts that year. The amount remained outstanding at the end of fiscal year 2010 accounting for the deficit fund balance for the prior two years. The Alabama Trust Fund had $3.1 billion at the end of fiscal year 2010. The state's governmental funds reported combined ending balances of $5.1 billion ($3.6 billion reserved), up from $4.7 billion at the end of 2009 and consistent with $5.1 billion at the end of 2008.

Due to constitutional limits of general obligation debt and the requirement that three-fifths of the legislature and a majority of the popular vote approve new debt, Alabama only has $742 million of general obligation debt outstanding. The state issues tax-supported revenue debt and lease debt more routinely and there was a total of $1.65 billion of debt outstanding (a decrease of $36 million from 2010) at the end of 2011.

Alabama continues to exhibit generally conservative financial management (deficit spending is prohibited by Alabama’s Constitution), but has had to rely on non-recurring revenues to support its General Fund. Because cash collections were not meeting budget projections in 2011, the General Fund budget was prorated 15% in March 2011 and the Education Trust Fund budget was prorated 3% in February 2011. Budget shortfalls are being experienced again this year and on March 16, 2012, the Governor declared a 10.6% ($188 million) proration of the 2012 General Fund budget. The Governor cited tornado recovery costs and lower investment returns for the proration.

In 2011, total revenues decreased $105 million (0.5%) and spending was therefore flat (up just 0.2%, or $50 million). Tax revenues of $7.4 billion were up $190 million (2.6%), for the first time in four years, as the economy began to recover. Tax revenues contributed 37% of total governmental revenues in 2011. Income taxes increased $126 million (4.2%) to $3.1 billion and sales and use taxes increased $79 million (3.7%) to $2.2 billion. Although tax revenues were up slightly, they were actually $68 million less than the final budget for 2011 due to the weak economy. Revenues from program grants and contributions decreased $363 million in 2011 as federal stimulus money ended. Total operating expenses for governmental activities in 2011 were up $324 million (1.7%) to $19.2 billion.

General Fund revenues increased $24 million (2%) due mostly to increased sales tax revenues. General Fund expenditures increased $66 million (5%) due to higher health expenditures. The ending General Fund unassigned balance for 2011 was a $25 million deficit, the non-spendable fund balance was $3 million and the assigned fund balance was $1 million. The Education Trust Fund ending fund balance for 2011 increased $41 million to a deficit of $203 million due to increased taxes receivable of $71 million and increased net payables of $32 million. The General Fund and the Education Trust Fund both had negative fund balances at the end of 2011 due to interfund loans owed to the Alabama Trust Fund. Additionally, the General Fund borrowed $161 million from the Education Trust Fund in 2010 and $437 million in 2009. The full amounts of the loans remain outstanding, leaving the Education Trust Fund with a deficit fund balance for the past three years.

As of May 2012, Moody's rated Alabama's general obligation bonds Aa1 and S&P and Fitch rated them AA.

Florida. Florida's population growth was substantial between the 1980's and the early 2000’s. Between 2002 and 2006, population growth moderated to about 2% per annum but has fallen since then with a growth rate of just 0.6% in 2011. Weak growth is projected through 2012. The fastest growing segment in those boom years was the senior citizen population, particularly among older age levels. The population growth was a driver for the economy but it has also placed pressure on vital government services such as education, corrections, transportation and health services. Therefore, the reduction in net migration has slowed down the economic growth while the demand for services remains high.

Because of its substantial retirement age population, investment income and transfer payments, such as social security and pension benefits, make up a significant proportion of Florida's income distribution. This income mix historically has led to relatively stable personal income levels across different economic cycles, although it also has created some vulnerability to changes in the consumer price index at the federal level vis-à-vis transfer payments. The state’s per capita personal income was $39,861 compared to national per capita personal income of $41,598 in 2011.

During the mid 2000’s, the state enjoyed robust growth in residential housing and has, therefore, suffered the consequences of the precipitous housing downturn. The housing market’s plummet has brought both a sharp increase in unemployment due to the high concentration of construction jobs and a steep decline in housing prices. The unemployment rate remained stubbornly high in 2011 at 10.9% compared to a national average of 9%. The state estimates that the median home price fell by almost half from its peak of $257,800 in mid 2006 to the mid $100,000s. Florida continues to struggle with high rates of foreclosure and an oversupply of housing.

The dismal state of the housing market impacts the state's income directly via the steep reduction of real estate documentary stamp tax revenues and indirectly by a decrease in sales tax revenues as consumption of furniture and home improvement goods declines. Florida's tax base is relatively narrow with no personal income tax and the bulk of its net general revenues is derived from the state's sales tax. In the early 2000’s, revenues were led by dramatic gains in real estate documentary stamp taxes that outpaced expectations resulting in annual surpluses. During the recession, Florida relied on non-recurring revenues to plug gaping holes to include federal stimulus funds, settlement proceeds and trust fund sweeps (savings).

Florida’s General Fund revenues stabilized beginning in 2010 through 2011 after two years of meaningful year-over-year revenue declines or 12.8% in fiscal year 2009 and 8.7% in fiscal year 2008. That being said, like many states, Florida faced a sizeable budget shortfall for fiscal year 2012 due to the fall of federal stimulus funds and the sluggish economic recovery. The projected fiscal year 2012 budget gap was addressed through spending reductions, pension reform and no replacement of stimulus funds.

Based on projections in January 2012, General Revenue growth, net of refunds, is expected at 3.1% in fiscal year 2012 and 5.4% in fiscal year 2013. At the end of fiscal year 2011, overall collections were $139 million above the March 2011 estimates. The General Revenue Outlook in January 2012 showed that there is projected to be over $990 million in unallocated general revenue remaining at the end of fiscal year 2012. Consequently, the state’s Budget Stabilization Fund, a mandated reserve fund, is expected to increase to $494 million at the end of fiscal year 2012 from the ending balance in fiscal year 2011 of $279 million. Total available reserves were $2.6 billion, 9.5% of the budget, at the end of fiscal year 2011.

Florida's debt burden has grown substantially with the increased need for schools, health care and environmental protection programs designed to help protect the state's important tourism industry. The debt burden has stabilized in recent years and remains moderately above the national median. The state had $21 billion of net tax-supported debt outstanding at fiscal year end 2011 or $1,150 per capita and 3% of personal income. The state has built a complex debt structure with several special debt programs as the state may not issue debt without identifying a revenue source to support it.

The state’s pension system is in decent shape relative to other states. It was over 100% funded through 2009 but fell to 84% funded in 2010. The state fully funds its annual contributions and its constitution requires that any benefit enhancements be funded on an actuarially sound basis.

The state does have strong cash flow and budget monitoring procedures to manage the budgets effectively as well as statutory requirements for addressing budget imbalances. However, the dramatic decline in the housing sector coupled with what is believed to be a prolonged recovery lends itself to a cautious but improving outlook.

As of May 2012, Moody's rated Florida Aa1 and S&P rated it AAA.

Georgia. Georgia had enjoyed total employment growth from 2004 through 2007, which increased by an average of 2% a year. During 2008, the state’s unemployment rate jumped to a high of 9.3% from a low of 4.4% in 2007. The unemployment rate continued to creep up during 2009 and 2010 to a high of 10.2%. The state’s reported unemployment rate as of March 2012 showed continued improvement over the last two years and stands at 8.9%. The state’s unemployment rate outpaces the national average by 0.7%. The state’s economy has seen improvement in recent months due to gains in manufacturing, health services, professional business services, retail trade and educational services. Durable goods manufacturing has been leading the state’s recovery and has added approximately 14,000 jobs since 2010. The state should also see its auto manufacturing industry strengthen as Toyota announced that it will invest $350 million to open a plant in Jackson County. This addition will add to the already sizeable auto manufacturer presence of Kia and Blue Bird Corporation, a school bus manufacturer. The slow recovery continues to be hindered by continued contraction in finance, construction and, more recently, government sectors. Georgia is home to thirteen military bases and federal cuts to defense will hurt the economies of several metro areas. Also slowing economic recovery is the state’s troubled housing market. On a positive note, the national recovery will serve to strengthen the state's logistics and transportation industry. Georgia’s recovery will benefit from the fact that the state is home to one the world’s busiest airports,the Atlanta Hartsfield Airport, and the second busiest port on the east coast, the Port of Savannah.

The slow recovery of Georgia’s economy was reflected in the continued decline of Georgia’s revenues during fiscal year 2011. The General Fund revenues saw a total decline of 2.2% during the year to $33.4 billion and this followed a 10.5% decline in fiscal year 2010. Tax revenues, which represent over 45% of the state’s revenue sources, actually saw an increase of 4.2% to $620.5 million. This increase followed two years of declines measuring 4.0% in fiscal year 2010 and 11.8% in fiscal year 2009. The increase in tax revenues was offset by a large decrease in federal revenues of 10.7% to $14.7 billion. Federal revenues comprised approximately 44% of the state’s total General Fund revenue. The state continued to impose spending cuts in several areas including education, transportation and public safety to address the expected decrease in revenues. After a small increase in expenditures in fiscal year 2010 of 2.4%, total general fund expenditures saw a decline of 2% to $30.3 billion in fiscal year 2011. Education expenditures, the state’s second largest expense (33%), saw a 6.9% decline to $9.9 billion. This large decline was offset by a 3.6% increase in the state’s largest expenditure, Health and Welfare (49%). The General Fund had a surplus of $23 million, after transfers, which led to an increase in the General Fund Balance to $3.71 billion. The state did not utilize any funds from the Revenue Shortfall Reserve (RSR) in fiscal year 2011, and the balance grew to $494 million from $268.2 million at the end of fiscal year 2010. The balance of $494 million in the RSR represented 3% of net revenue collections.

Fiscal year 2011 saw continued improvements in tax revenues, but the economic downturn continued to affect the state. Tax revenues grew 6.7% though the first five months of the fiscal year. Despite this improvement, the state continued to impose spending cuts as mentioned above.

Although Georgia's debt burden is growing, according to Moody's, it is still moderate in relation to the median level for the 50 states. Moody's state debt median report showed Georgia's net tax-supported debt per capita is approximately $1,103, compared to a national median of $1,066. Debt-to-personal income was 3% compared to a national median of 2.8%. A positive for the state’s debt profile is that the state has a strong pension funded status compared to state medians. At the end of fiscal year 2010, the state’s Employee’s Retirement System was 80.1% funded, while the Teacher’s retirement System was 85.7% funded. The state has traditionally had a consistent history of making 100% of its annually required contributions.

As of April 2012, Moody's rated Georgia Aaa and S&P rated it AAA.

Kentucky. Like most of the U.S., Kentucky is experiencing signs of an easing economic downturn. However, the state continues to lag the nation in many key measures such as employment, population and personal income growth. Due to the state’s heavy reliance on the manufacturing sector, in particular transportation equipment, the state’s labor market remained weak with a March 2012 unemployment rate of 9% vs. the national average of 8.4%. Job growth is improving with growth in the manufacturing sector, particularly autos. Estimated per capita income of $33,667 in fiscal year 2011 compares favorably to the $32,316 in fiscal year 2010, although continues to lag the nation as Kentucky ranks 47th in the nation.

As Kentucky's employment base is dominated by manufacturing and construction, it has typically lagged the national economy. The manufacturing sector accounts for 12% of all jobs in Kentucky compared to the national average of 9%. Kentucky’s low cost structure and affordable housing may serve as a catalyst for net migration to the state. However, limited education levels will provide an impediment to various industry expansions or relocation to the state. According to the U.S. Census Bureau, Kentucky’s estimated 2011 population was 4.369 million.

The 2011 General Fund forecast projected revenue growth of 4.5%, after two consecutive years of revenue declines. Actual 2011 General Fund revenue growth was 6.5%, resulting in a year-end surplus of $156 million, the lion's share of which was deposited into the Rainy Day Fund. General fund spending was reduced for the fourth consecutive year. Kentucky received $736 million in federal fiscal relief in 2011 provided by the American Recovery and Reinvestment Act. The federal funding was instrumental in preventing significant reductions to education funding and allowed the Medicaid program to meet its obligations as enrollment continued to increase. In total, the federal stimulus legislation, passed in February 2009, resulted in an estimated $3 billion of additional federal funding to Kentucky. As of fiscal year end 2011, 92% of the $3 billion had been received. Kentucky's General Fund balance totaled $313 million at fiscal year end 2011 representing an increase of $225.8 million or 262% from fiscal year end 2010. The unreserved balance was $249 million.

Kentucky does not issue general obligation bonds; instead it relies on appropriation-backed debt issued through several agencies. S&P maintained an AA- Issuer rating and an A+ lease rating and Moody's maintained an Aa-2 Issuer rating and an Aa-3 lease rating on the commonwealth. The commonwealth has a policy of limiting debt service to 6% of total state revenue, a goal that has been effectively managed over the past decade. Kentucky’s total long-term debt obligations increased by $908 million to $7.96 billion during the fiscal year; however, the commonwealth’s debt burden remains manageable. Debt service as a percent of total General Fund expenditures was relatively low in 2011 at 3.56%.

Louisiana. The state of Louisiana continues to recover from one of the worst natural disasters in U.S. history from hurricanes Katrina and Rita in 2005 and hurricanes Gustav and Ike in 2008. Catastrophic damage was widespread in southern Louisiana and impacted critical infrastructure. Louisiana’s economy has been historically cyclical due to its reliance on oil and gas production and petro-chemical products. The state made some improvements towards a more diversified economy, with growth in its service sector, but such efforts were set back by the hurricanes. The nation's slow recovery from the "great recession" continues to impact Louisiana's economy. Additionally, the lingering effects of the permitorium on Louisiana's extraction-oriented regions are expected to impact the state's economy over the next couple of years.

The national recession has negatively impacted Louisiana’s economy; however, it has been less severe in Louisiana than in many other states. The U.S. Bureau of Labor Statistics reported that the state's unemployment rate rose from 7.1% in fiscal year 2010 to 7.8% in fiscal year 2011. This compares favorably to the nation's unemployment rate which decreased from 9.7% to 9.3% during the same period. The state is forecasting the employment picture to improve further with the potential development of the Tuscaloosa Marine Shale in 2012.

The state's total revenue was largely comprised of operating grants and contributions at 44%, charges for services at 14%, sales tax at 11%, income tax at 10% and capital grants at 9% in fiscal year 2011. The largest expenses were for health and welfare at 39%, education at 25% and general government at 24.8%. Louisiana’s General Fund revenues increased by 3.5% in fiscal 2011 resulting from a modest recovery in sales tax, income tax, corporate income tax, royalties and motor vehicle sales tax. Historically, these revenue sources have fluctuated with economic cycles and created budget instability. The state's financial position in the General Fund increased by $2.97 billion from the prior year and expanded the General Fund balance to $3.935 billion in fiscal year 2011. This large increase resulted from the implementation of GASB Statement 54 which created fund balance classifications. There were 248 funds that did not meet the new special revenue definition under GASB 54 and were subsequently merged into the General Fund in fiscal year 2011. Amounts previously reported as reserved and unreserved fund balance are now reported under the following fund balance classifications: Non-spendable, Restricted, Committed, Assigned, or Unassigned. Finally, the Budget Stabilization Fund is now accounted for within the General Fund and had a restricted balance of $646 million in fiscal year 2011.

The state debt burden has improved as a result of reduced borrowing, economic gains and the adoption of debt limitation measures. Louisiana's net tax supported debt per capita and personal income was ranked 17th and 19th, respectively, according to the 2011 Moody’s State Debt Medians report. The combination of the state's growing health care liabilities and unfunded risk management claims against the state could affect the state's performance in future years.

General Obligation bond ratings were raised to an AA from an AA- in 2011 by S&P while Moody’s raised its rating to Aa2 from A1 in 2010. Credit outlooks by both rating agencies remain stable.

Maryland. The state’s diversified economic base has allowed it to weather the national decline better than most. The leading employment sectors have been Government (19.8%), Education & Health (16.1%), Services (15.6%) and Trade (14.5%). Dependence on the government sector has been larger than most other states due to the close proximity to Washington, D.C. and the presence of the National Security Agency headquarters as well as several military bases, which have benefited it with the increase in federal defense and homeland security spending. In addition, the state has gained military jobs as a result of the Base Realignment and Closure process. At the same time, Maryland’s reliance on the manufacturing sector (4.5%) has been smaller than most other states and insulated it somewhat from weak consumer demand. However, the state has not been immune to the continued decline in the housing market and the economy has contracted. In addition, the credit crunch has affected the financial services industry as well as construction. Poor consumer sentiment is impacting the retail, leisure and travel sectors. While Maryland experienced a shorter and less severe recession than the rest of the U.S. due primarily to federal government job growth, future growth will likely lag as federal spending is curtailed, especially in the area of defense. However, the state’s workforce is highly educated and will likely support long-term growth in medical research, information technology and defense contractors. Wealth levels are high (per capita income was 125% of the U.S. average, fifth highest in the nation) and unemployment for the state remains below the national average, 7% vs. 9%, respectively.

Maryland's fiscal management has been sound historically. However, the state has been forced to rely increasingly on one-time revenue sources and transfers to balance the budget along with spending cuts and tax increases. Maryland is required to maintain a Revenue Stabilization Reserve Fund equal to 5% of General Fund revenues and at fiscal year end 2007, the balance was $1.4 billion or 11% of revenues. However, declining revenues lead to draw downs, leaving $624 million at the end of 2011 (4.7% of revenues). Debt levels, while high relative to other states, have remained manageable. This relatively high debt level (ranked 15th nationally in debt per capita) is somewhat offset by the rapid amortization of the debt, which is due to a constitutional provision requiring it be retired within 15 years. In addition, the Capital Debt Affordability Committee limits total debt to 4% of the state’s personal income and debt service below 8% of revenues.

The Governor’s budget for 2012 was balanced by primarily relying on spending cuts, tax increases, fund transfers and borrowing. However, a structural imbalance remains and budget shortfalls are projected over the next few years. In addition, Medicaid and Education spending are projected to increase significantly over the next few years and will pose significant challenges going forward. Also, the state’s retiree health care cost actuarial accrued liability is estimated at approximately $16 billion, which will require $1.9 billion in annual contributions over the next 30 years. Rates have been increased on a variety of taxes to help account for projected deficits as well as proposed changes to the pension system (only 64% funded ratio) that will require legislative approval, but additional measures will need to be taken or else reliance on one-time actions will continue.

Missouri. Missouri maintains a diversified economy that includes sizeable manufacturing, agricultural, and financial sectors. Missouri's economic diversification and central geographic location generally cause the state's economy to mirror the national economy, although it has lagged national averages until last year. St. Louis and Kansas City, the two major metropolitan areas, are home to 55% of the state's population and provide the majority of the state's income. The state's employment base has moved toward services, but there are economic advantages associated with its central geographic location for trade and manufacturing. The decline of the auto industry has put pressure on its manufacturing base.

Missouri's population grew 9.3% in the 1990s to about 5.6 million in 2000, making it the fifth most populous state west of the Mississippi River. The population in 2010 was estimated at 5.996 million representing stagnant, albeit positive, growth for the past decade. Incomes are just below the national averages with the 2010 per capita personal income of $36,965 compared to national per capita personal income of $39,945. The state’s per capita income grew 2% in 2010 compared to the national per capita income growth of 2.8%. Employment growth lagged that of the nation during the heart of the recession with unemployment slightly higher than national averages until 2009 when it improved to national levels. The average unemployment rate for the state and nation in 2010 was 9.6%. As of August 2011, the seasonally-adjusted unemployment rate was 9%, comparable to the national rate of 9.1%. Population growth is likely to be modest as baby boomers retire to warmer climates and employment growth wanes although it is noteworthy that Missouri is the only state in the Midwest region with positive population growth.

From a financial standpoint, Missouri continues to proactively address its budget concerns and maintains a conservative financial management policy indicative of the top rating category. The Missouri Constitution limits the amount of taxes that can be imposed in addition to giving the Governor line-item veto power and the authority to withhold allotments of appropriated funds in the course of a fiscal year whenever actual revenues are below projections. Missouri’s revenues weakened considerably during the recession triggering real-time budget hold backs throughout the year. Revenues in 2010 declined 9.1% despite a budgeted increase of 4.2%. Revenues have increased since then with net general revenue collections improving 4.9% in fiscal year 2011 from fiscal year 2010. Meanwhile fiscal year 2011 appropriations were 5% below budget. The fiscal year 2012 budget would require revenue growth of 1.7% over fiscal year 2011.

The fiscal year 2012 budget includes $7.9 billion in general revenue appropriation and $23.2 billion in total appropriations. The major components of general revenue include individual income taxes (66%), sales use taxes (25%) and corporate income/franchise taxes (4.5%). The final installment of federal stimulus funds was incorporated in fiscal year 2012 representing a hole that will need to be accommodated in the fiscal year 2013 budget. Through the first three months of fiscal year 2012, net general revenues were 1.9% above the same period in fiscal year 2011. As mentioned above, the fiscal year 2012 budget has a 1.7% revenue increase imbedded. The budget includes maintenance of its constitutionally mandated budget reserve fund.

According to rankings conducted by Bloomberg in October 2011, Missouri ranks 28th of the states for its pension funding levels. According to its methodology, the funding ratio for 2010 is 77%, down from 83% in 2007. Effective fiscal year 2011, the state implemented pension reforms that included increasing new employee contributions from 0% to 4% and increased the retirement age from 62 to 67. These reforms were estimated to provide $78 million in annual savings by fiscal year 2020 and $400 million of savings over the next eight years.

Missouri's cautious approach to debt issuance provides for below-average debt levels compared to the nation. Debt ratios increased between 2007 and 2010, reversing the trend in 2011. The state's debt is reined in due to legal limitations on debt issuance. Missouri’s net tax supported debt burden at fiscal year-end 2011 was $763 per capita with debt to personal income of 2.3% compared to national median levels of approximately $1,066 per capita and 2.8% of personal income. Debt service represents less than 2% of total government expenditures.

As of May 2012, Moody's rated Missouri Aaa and S&P rated it AAA.

North Carolina. North Carolina is still trying to recover from the impact of the "Great Recession." The state continues to deal with a sluggish economy, a soft housing market, and depressed consumer demand. Fortunately, the constitutionally mandated balanced budget requirement, a conservative debt policy, and sound financial management have allowed the state of North Carolina to maintain the highest credit rating of AAA by S&P and Aaa by Moody's.

North Carolina is a popular national banking center and also benefits from a solid high-technology base and several highly regarded universities. The state's main economic weaknesses continue to be the severe job losses experienced by the manufacturing and construction sectors and the state’s large exposure to the textile and tobacco industries. However, the recent national recession also put a strain on other areas of the state's economy. North Carolina lost approximately 270,000 jobs from the start of the recession to the end of fiscal year 2011. Meanwhile, North Carolina's unemployment rate of 10.5% in September 2011 was 1.4% above the national average. Moderate job growth is expected in 2012 and 2013.

North Carolina's General Fund performed relatively well over the course of the recession as it relied on temporary tax increases, expense reductions, budgetary reserve funds, and federal recovery funds. North Carolina reported a surplus General Fund balance of $1.1 billion at June 30, 2011. In fiscal year 2012, the state is currently meeting its revenue forecasts. Over the next few years, North Carolina expects to close projected budget gaps with stronger tax receipts, spending cuts, reduced education payments, and the elimination of nonessential programs, among other things. Although outstanding debt has increased dramatically since 1993, debt levels on a per capita basis still remain moderate when compared to national levels.

Virginia. Virginia continues to be rated in the highest rating category by Moody's, S&P and Fitch. The AAA rating is reflective of the commonwealth's history of conservative fiscal management, relatively low debt ratios and diversified economic base. While Virginia, like most states, was impacted by the “Great Recession,” the commonwealth has begun to show signs of improvement with steady, albeit modest growth. While it is too early to determine if the positive momentum will continue, most economic indicators are positive for the first time since 2007.

After experiencing an anemic 1% increase in personal income in fiscal year 2010, Virginia's personal income grew by an anemic 5% in fiscal year 2011. Virginia's unemployment rate continued to improve in fiscal year 2011 and as of March 2012 stood at 5.6% vs. the national average of 8.2%. Virginia’s job market benefits from its close proximity to the nation’s capital, the importance of the defense industry, the location of military personnel and Virginia’s location on the eastern seaboard.

Although Virginia’s economy has diversified over the years, Virginia maintains a high concentration of federal government jobs that has historically served as a buffer during recessions. Government represents 19.3% of the commonwealth’s employment. While Virginia’s large government and military sectors have historically insulated the state, given the sizeable federal deficit this reliance could similarly affect the state negatively. 2011 per capita income of $46,209 compared favorably to the $44,868 in fiscal year 2010. Virginia had an estimated 2011 population of 8.029 million. The housing market saw its first post-recession gain in 2011 with a 2.5% increase in new housing unit authorizations.

Fiscal year 2011 General Fund revenues were 10.7% or $1.6 billion higher than 2010 revenue. Total General Fund revenues were greater than the final budgeted revenues by $419.4 million. At fiscal year end 2011 the General Fund reported a combined ending fund balance of negative $58.8 million, an increase of $516 million in comparison with fiscal year 2010. Of the total fund balance, $113 million represented non-spendable fund balance, $464.5 million represented restricted fund balance and $409.6 million represented committed fund balance. These amounts were offset by a negative $1 billion unassigned fund balance.

Although debt levels have increased, Virginia’s direct general obligation debt burden remains relatively low and debt service should be manageable. In 2011, the total debt of the commonwealth increased to $33.7 billion, an increase of $1.9 billion or 5.9%. Outstanding general obligation debt backed by the full faith and credit of the commonwealth totaled $1.7 billion at fiscal year end 2011.

U.S. Territories Since the Fund may invest up to 35% of its assets in municipal securities issued by U.S. territories, the ability of municipal issuers in U.S. territories to continue to make principal and interest payments also may affect the Fund's performance. As with municipal issuers, the ability to make these payments is dependent on economic, political and other conditions. Below is a discussion of certain conditions within some of the territories where the Fund may invest. It is not a complete analysis of every material fact that may affect the ability of issuers of U.S. territory municipal securities to meet their debt obligations or the economic or political conditions within the territories and is subject to change. It is based on data available to the Fund from historically reliable sources, but it has not been independently verified by the Fund. In addition, the information provided is updated only through the information available as of the date of this SAI. The information and risks set forth below could change quickly and without notice due to additional information available, market or economic changes or other unforeseen events, among other things.

As of April 2012, S&P has assigned a rating of B+ to Guam's general obligation debt with a stable outlook.

The population of all the islands combined was 53,883 according to the 2010 Census which represents a 22.2% decline from the 2000 Census population of 69,221.

As of April 2012, Moody's rated the commonwealth B2 and S&P rated it B+.

Policies and Procedures Regarding the Release of Portfolio Holdings

Consistent with current law, the Fund releases complete portfolio holdings information each fiscal quarter through regulatory filings with no more than a 60-day lag.

The specific entities to whom the Fund may provide portfolio holdings in advance of their release to the general public are:

Bloomberg, Capital Access, CDA (Thomson Reuters), FactSet, Fidelity Advisors, Standard & Poor's, Vestek, and Fidelity Trust Company, all of whom may receive portfolio holdings information 15 days after the quarter end.
Service providers to the Fund that receive portfolio holdings information from time to time in advance of general release in the course of performing, or to enable them to perform, services for the Fund, including: Custodian Bank: The Bank of New York Mellon; Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP; Outside Fund Legal Counsel: Stradley Ronon Stevens & Young, LLP; Independent Directors'/Trustees' Counsel: Bleakley, Platt & Schmidt, LLP; Proxy Voting Services: Glass, Lewis & Co., LLC and Institutional Shareholder Services, Inc.; Brokerage Analytical Services: Sanford Bernstein, Brown Brothers Harriman, Royal Bank of Canada Capital Markets, JP Morgan Securities Inc.; Financial Printers: RR Donnelley & Sons Company or GCOM Solutions, Inc.

In all cases, eligible third parties are required to execute a non-disclosure agreement. Non-disclosure agreements include the following provisions:

The recipient agrees to keep confidential, and to limit the dissemination of, any portfolio holdings information received.
The recipient agrees not to trade on the non-public information received, including some or all of the following: (1) agreeing not to purchase or sell any portfolio securities based on any information received; (2) agreeing not to trade against any U.S. registered Franklin or Templeton fund, including the Fund; (3) agreeing not to knowingly engage in any trading practices that are adverse to any such fund; and (4) agreeing not to trade in shares of any such fund.
The recipient agrees to refresh its representation as to confidentiality and abstention from trading upon request from Franklin Templeton.

In no case does the Fund receive any compensation in connection with the arrangements to release portfolio holdings information to any of the above-described recipients of the information.

Officers and Trustees

Independent Board Members
Name, Year of Birth and Address	Position	Length of Time Served	Number of Portfolios in Fund Complex Overseen by Board Member¹	Other Directorships Held During at Least the Past 5 Years
Harris J. Ashton (1932) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 1984	132	Bar-S Foods (meat packing company) (1981-2010).
Principal Occupation During at Least the Past 5 Years: Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).

Sam Ginn (1937) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2007	107	ICO Global Communications (Holdings) Limited (satellite company) (2006-2010), Chevron Corporation (global energy company) (1989-2009), Hewlett-Packard Company (technology company) (1996-2002), Safeway, Inc. (grocery retailer) (1991-1998) and TransAmerica Corporation (insurance company) (1989-1999).
Principal Occupation During at Least the Past 5 Years: Private investor; and formerly, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Group (telephone holding company) (1988-1994).

Edith E. Holiday (1952) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 1998	132	Hess Corporation (exploration and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company).
Principal Occupation During at Least the Past 5 Years: Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989).

J. Michael Luttig (1954) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2009	132	Boeing Capital Corporation (aircraft financing).
Principal Occupation During at Least the Past 5 Years: Executive Vice President, General Counsel and member of the Executive Council, The Boeing Company; and formerly, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006).

Frank A. Olson (1932) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2005	132	Hess Corporation (exploration and refining of oil and gas).
Principal Occupation During at Least the Past 5 Years: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and formerly, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines).

Larry D. Thompson (1945) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2007	142	Cbeyond, Inc. (business communications provider), The Southern Company (energy company) and The Washington Post Company (education and media organization).
Principal Occupation During at Least the Past 5 Years: John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2011); and formerly, Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products) (2004-May 2011); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003).

John B. Wilson (1959) One Franklin Parkway San Mateo, CA 94403-1906	Lead Independent Trustee	Trustee since 2007 and Lead Independent Trustee since 2008	107	None
Principal Occupation During at Least the Past 5 Years: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and formerly, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President – Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Senior Vice President – Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990).

Interested Board Members and Officers
Name, Year of Birth and Address	Position	Length of Time Served	Number of Portfolios in Fund Complex Overseen by Board Member¹	Other Directorships Held During at Least the Past 5 Years
Charles B. Johnson² (1933) One Franklin Parkway San Mateo, CA 94403-1906	Trustee and Chairman of the Board	Trustee since 1984 and Chairman of the Board since 1993	132	None
Principal Occupation During at Least the Past 5 Years: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 41 of the investment companies in Franklin Templeton Investments.

Gregory E. Johnson³ (1961) One Franklin Parkway San Mateo, CA 94403-1906	Trustee	Since 2007	92	None
Principal Occupation During at Least the Past 5 Years: Director, President and Chief Executive Officer, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 34 of the investment companies in Franklin Templeton Investments; and Chairman, Investment Company Institute.

Sheila Amoroso (1959) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 1999	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments.

Alison E. Baur (1964) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since April 2012	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Deputy General Counsel, Franklin Templeton Investments; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.

Breda M. Beckerle (1958) 600 Fifth Avenue New York, NY 10020	Chief Compliance Officer and Vice President	Since May 2012	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Chief Compliance Officer, Fiduciary International, Inc., Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Institutional, LLC; Vice President and Compliance Officer – Commingled Trusts, Fiduciary Trust International of the South; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.

Rafael R. Costas, Jr. (1965) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 1999	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments.

Laura F. Fergerson (1962) One Franklin Parkway San Mateo, CA 94403-1906	Chief Executive Officer - Finance and Administration	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and formerly, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003).

Gaston Gardey (1967) One Franklin Parkway San Mateo, CA 94403-1906	Treasurer, Chief Financial Officer and Chief Accounting Officer	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Director, Fund Accounting, Franklin Templeton Investments; and officer of 27 of the investment companies in Franklin Templeton Investments.

Aliya S. Gordon (1973) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; officer of 46 of the investment companies in Franklin Templeton Investments; and formerly, Litigation Associate, Steefel, Levitt & Weiss, LLP (2000-2004).

Steven J. Gray (1955) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc.; and officer of 46 of the investment companies in Franklin Templeton Investments.

Selena L. Holmes (1965) 100 Fountain Parkway N. St. Petersburg, FL 33716-1205	Vice President - AML Compliance	Since May 2012	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Director, Global Compliance Monitoring; and officer of 46 of the investment companies in Franklin Templeton Investments.

Christopher J. Molumphy (1962) One Franklin Parkway San Mateo, CA 94403-1906	President and Chief Executive Officer - Investment Management	Since 2010	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Director and Executive Vice President, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 22 of the investment companies in Franklin Templeton Investments.

Robert C. Rosselot (1960) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923	Vice President	Since 2009	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust Officer, Fiduciary Trust International of the South; and officer of 46 of the investment companies in Franklin Templeton Investments.

Karen L. Skidmore (1952) One Franklin Parkway San Mateo, CA 94403-1906	Vice President and Secretary	Since 2006	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 46 of the investment companies in Franklin Templeton Investments.

Craig S. Tyle (1960) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 2005	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004).

Thomas Walsh (1961) One Franklin Parkway San Mateo, CA 94403-1906	Vice President	Since 1999	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments.

Lori A. Weber (1964) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923	Vice President	Since 2011	Not Applicable	Not Applicable
Principal Occupation During at Least the Past 5 Years: Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Assistant Secretary, Templeton Investment Counsel, LLC; and officer of 45 of the investment companies in Franklin Templeton Investments.

Note 1: Charles B. Johnson is the father of Gregory E. Johnson. Note 2: Officer information is current as of the date of this SAI. It is possible that after this date, information about officers may change.

3. Gregory E. Johnson is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and director of Resources.

Name	Total Fees Received from the Trust ($)¹	Total Fees Received from Franklin Templeton Investments ($)²	Number of Boards in Franklin Templeton Investments on which Each Serves³
Harris J. Ashton	20,152	468,000	41
Sam Ginn	20,146	288,000	27
Edith E. Holiday	22,889	503,000	41
J. Michael Luttig	22,887	488,000	41
Frank A. Olson	20,887	486,000	41
Larry D. Thompson	20,146	593,000	44
John B. Wilson	31,344	375,000	27

1. For the fiscal year ended February 29, 2012.

2. For the calendar year ended December 31, 2011.

The following tables provide the dollar range of equity securities beneficially owned by the board members of the Fund on December 31, 2011.

Independent Board Members

Name of Board Member	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by the Board Member in the Franklin Templeton Fund Complex
Harris J. Ashton	None	Over $100,000
Sam Ginn	None	Over $100,000
Edith E. Holiday	None	Over $100,000
J. Michael Luttig	None	Over $100,000
Frank A. Olson	None	Over $100,000
Larry D. Thompson	None	Over $100,000
John B. Wilson	None	Over $100,000

Interested Board Members

Name of Board Member	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by the Board Member in the Franklin Templeton Fund Complex
Charles B. Johnson	None	Over $100,000
Gregory E. Johnson	None	Over $100,000

During the fiscal year ended February 29, 2012, the Audit Committee met four times; the Nominating Committee met once.

Fair Valuation and Liquidity

Management and Other Services

Management fees The Fund pays the investment manager a fee equal to an annual rate of:

0.625% of the value of net assets up to and including $100 million;
0.500% of the value of net assets over $100 million and not over $250 million;
0.450% of the value of net assets over $250 million and not over $7.5 billion;
0.440% of the value of net assets over $7.5 billion and not over $10 billion;
0.430% of the value of net assets over $10 billion and not over $12.5 billion;
0.420% of the value of net assets over $12.5 billion and not over $15 billion;
0.400% of the value of net assets over $15 billion and not over $17.5 billion;
0.380% of the value of net assets over $17.5 billion and not over $20 billion; and
0.360% of the value of net assets in excess of $20 billion.

The fee is calculated daily and paid monthly according to the terms of the management agreement. Each class of the Fund's shares pays its proportionate share of the fee.

For the last three fiscal years ended February 29, 2012, and February 28, 2011 and 2010, the Fund paid the following management fees:

	Management Fees Paid ($)
	2012	2011	2010
Alabama Fund	1,546,277	1,586,367	1,523,250
Florida Fund	5,301,527	5,870,160	6,094,544
Georgia Fund	2,481,506	2,457,881	2,176,373
Kentucky Fund	1,027,279	1,091,870	1,008,933
Louisiana Fund	2,111,611	2,109,296	1,851,797
Maryland Fund	3,106,397	3,277,626	2,974,936
Missouri Fund	5,362,864	5,141,312	4,284,440
North Carolina Fund	5,935,152	5,845,667	4,926,504
Virginia Fund	3,935,273	4,031,201	3,488,287

Portfolio managers This section reflects information about the portfolio managers as of February 29, 2012.

The following table shows the number of other accounts managed by the portfolio managers and the total assets in the accounts managed within each category:

Name	Number of Other Registered Investment Companies Managed¹	Assets of Other Registered Investment Companies Managed (x $1 million)¹	Number of Other Pooled Investment Vehicles Managed	Assets of Other Pooled Investment Vehicles Managed (x $1 million)	Number of Other Accounts Managed²	Assets of Other Accounts Managed (x $1 million)²
James Conn	11	19,720.9	0	N/A	0	N/A
Michael Conn	2	714.5	0	N/A	0	N/A
Carrie Higgins	9	18,212.1	0	N/A	0	N/A
John Pomeroy	9	19,560.8	0	N/A	0	N/A
Francisco Rivera	5	21,797.6	0	N/A	0	N/A
John Wiley	7	29,178.6	3	220.5	0	N/A
Stella Wong	5	5,099.3	0	N/A	0	N/A

1. These figures represent registered investment companies other than the Funds that are included in this SAI.

Base salary Each portfolio manager is paid a base salary.

Investment performance. Primary consideration is given to the historic investment performance of all accounts managed by the portfolio manager over the 1, 3 and 5 preceding years measured against risk benchmarks developed by the fixed income management team. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.
Non-investment performance. The more qualitative contributions of the portfolio manager to the investment manager’s business and the investment management team, including business knowledge, productivity, customer service, creativity, and contribution to team goals, are evaluated in determining the amount of any bonus award.
Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the investment manager’s appraisal.

Portfolio managers also participate in benefit plans and programs available generally to all employees of the investment manager.

Portfolio Manager	Dollar Range of Fund Shares Beneficially Owned
James Conn	None
Michael Conn	None
Carrie Higgins	None
John Pomeroy	None
Francisco Rivera	None
John Wiley	None
Stella Wong	None

The administrative services FT Services provides include preparing and maintaining books, records, and tax and financial reports, and monitoring compliance with regulatory requirements.

Administration fees The investment manager pays FT Services a monthly fee equal to an annual rate of:

0.150% of the Fund's average daily net assets up to $200 million;
0.135% of average daily net assets over $200 million up to $700 million;
0.100% of average daily net assets over $700 million up to $1.2 billion; and
0.075% of average daily net assets over $1.2 billion.

For the last three fiscal years ended February 29, 2012 and February 28, 2011 and 2010, the investment manager paid FT Services the following administration fees:

	Administration Fees Paid ($)
	2012	2011	2010
Alabama Fund	418,881	430,910	411,975
Florida Fund	1,397,561	1,509,195	1,549,092
Georgia Fund	699,452	692,364	607,911
Kentucky Fund	270,683	289,925	265,180
Louisiana Fund	588,483	587,791	510,539
Maryland Fund	886,921	937,373	847,482
Missouri Fund	1,408,876	1,361,956	1,171,542
North Carolina Fund	1,521,587	1,506,561	1,314,222
Virginia Fund	1,093,949	1,115,269	988,550

Custodian The Bank of New York Mellon, Mutual Funds Division, 100 Church Street, New York, NY 10286, acts as custodian of the Fund's securities and other assets.

Portfolio Transactions

As long as it is lawful and appropriate to do so, the investment manager and its affiliates may use this research and data in their investment advisory capacities with other clients.

For the last three fiscal years ended February 29, 2012 and February 28, 2011 and 2010, the Fund did not pay any brokerage commissions.

As of February 29, 2012, the Fund did not own securities of their regular broker-dealers.

Distributions and Taxes

The discussion below pertains to all Funds, unless otherwise noted.

References to "the Code" and other references to the U.S. Federal income tax law, refer to the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

Distributions of capital gains. The Fund may realize capital gains and losses on the sale of its portfolio securities.

Distribution requirement. The Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Fund after the close of its taxable year that are treated as made during such taxable year).

Excise tax distribution requirements To avoid federal excise taxes, the Code requires the Fund to distribute to you by December 31 of each year, at a minimum, the following amounts:

98% of its taxable ordinary income earned during the calendar year;
98.2% of its capital gain net income earned during the 12-month period ending October 31; and
100% of any undistributed amounts of these categories of income or gain from the prior year.

Sales at a loss within six months of purchase. If you sell or exchange Fund shares that you owned for six months or less:

any loss incurred is disallowed to the extent of any exempt-interest dividends paid to you on your shares, and
any remaining loss is treated as a long-term capital loss to the extent of any long-term capital gains distributed to you by the Fund.

Deferral of basis. In reporting gain or loss on the sale of your Fund shares, you may be required to adjust your basis in the shares you sell under the following circumstances:

IF:

In your original purchase of Fund shares, you paid a sales charge and received a reinvestment right (the right to reinvest your sales proceeds at a reduced or with no sales charge), and
You sell some or all of your original shares within 90 days of their purchase, and
You reinvest the sales proceeds in the Fund or in another Franklin Templeton fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred, and the sales charge that would otherwise apply is reduced or eliminated;

provide your correct Social Security or taxpayer identification number,
certify that this number is correct,
certify that you are not subject to backup withholding, and
certify that you are a U.S. person (including a U.S. resident alien).

The Fund must also withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any reportable payments that you receive from the Fund.

State income taxes Some state tax codes adopt the Internal Revenue Code (IRC) through a certain date. As a result, such conforming states may not have adopted the version of the IRC that contains either the Regulated Investment Company Modernization Act of 2010, or other federal tax laws enacted after the applicable conformity date. Other states may have adopted an income or other basis of tax that differs from the IRC. The California Revenue and Taxation Code currently conforms, with certain modifications, to the IRC as of January 1, 2009, and to the Regulated Investment Company Modernization Act of 2010.

Non-U.S. investors Non-U.S. investors may be subject to U.S. withholding and estate tax, and are subject to special U.S. tax certification requirements.

Organization, Voting Rights and Principal Holders

The Fund is a diversified series of Franklin Tax-Free Trust, an open-end management investment company, commonly called a mutual fund. The Trust was initially organized as a Massachusetts business trust in September 1984, was converted to a Delaware statutory trust effective July 1, 2007 and is registered with the SEC.

The Kentucky Fund currently offers only one share class. Shares of the Fund are considered Class A shares for redemption, exchange and other purposes. The Alabama, Georgia and Louisiana Funds currently offer two classes of shares, Class A and Class C. The Florida Fund currently offers three classes of shares, Class A, Class B and Class C. The Maryland, Missouri, North Carolina and Virginia Funds currently offer three classes of shares, Class A, Class C and Advisor Class. New or additional investments into Class B are no longer permitted. Existing shareholders of Class B shares may continue as Class B shareholders, continue to reinvest dividends into Class B shares and exchange their Class B shares for Class B shares of other Franklin Templeton funds as permitted by the current exchange privileges. The Fund may offer additional classes of shares in the future. The full title of each class is:

Franklin Alabama Tax-Free Income Fund - Class A
Franklin Alabama Tax-Free Income Fund - Class C
Franklin Florida Tax-Free Income Fund - Class A
Franklin Florida Tax-Free Income Fund - Class B
Franklin Florida Tax-Free Income Fund - Class C
Franklin Georgia Tax-Free Income Fund - Class A
Franklin Georgia Tax-Free Income Fund - Class C
Franklin Kentucky Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund - Class A
Franklin Louisiana Tax-Free Income Fund - Class C
Franklin Maryland Tax-Free Income Fund - Class A
Franklin Maryland Tax-Free Income Fund - Class C
Franklin Maryland Tax-Free Income Fund - Advisor Class
Franklin Missouri Tax-Free Income Fund - Class A
Franklin Missouri Tax-Free Income Fund - Class C
Franklin Missouri Tax-Free Income Fund - Advisor Class
Franklin North Carolina Tax-Free Income Fund - Class A
Franklin North Carolina Tax-Free Income Fund - Class C
Franklin North Carolina Tax-Free Income Fund - Advisor Class
Franklin Virginia Tax-Free Income Fund - Class A
Franklin Virginia Tax-Free Income Fund - Class C
Franklin Virginia Tax-Free Income Fund - Advisor Class

The Trust does not intend to hold annual shareholder meetings. The Trust or a series of the Trust may hold special meetings, however, for matters requiring shareholder approval.

As of June 1, 2012, the officers and board members, as a group, owned of record and beneficially less than 1% of the outstanding shares of each Fund and class. The board members may own shares in other funds in Franklin Templeton Investments.

Buying and Selling Shares

When you buy shares, if you submit a check or a draft that is returned unpaid to the Fund we may impose a $10 charge against your account for each returned item.

Initial sales charges The maximum initial sales charge is 4.25% for Class A. There is no initial sales charge for Class C and Advisor Class.

You authorize Distributors to reserve approximately 5% of your total intended purchase in Class A shares registered in your name until you fulfill your LOI. Your periodic statements will include the reserved shares in the total shares you own, and we will pay or reinvest dividend and capital gain distributions on the reserved shares according to the distribution option you have chosen.
You give Distributors a security interest in the reserved shares and appoint Distributors as attorney-in-fact.
Distributors may sell any or all of the reserved shares to cover any additional sales charge if you do not fulfill the terms of the LOI.
Although you may exchange your shares, you may not sell reserved shares until you complete the LOI or pay the higher sales charge.

Your holdings in Franklin Templeton funds acquired before you filed your LOI will be counted towards the completion of the LOI.

If the terms of your LOI are met, the reserved shares will be deposited to an account in your name or delivered to you or as you direct.

For LOIs filed on behalf of certain retirement plans, the level and any reduction in sales charge for these plans will be based on actual plan participation and the projected investments in Franklin Templeton funds under the LOI. These plans are not subject to the requirement to reserve 5% of the total intended purchase or to the policy on upward adjustments in sales charges described above, or to any penalty as a result of the early termination of a plan.

Waivers for investments from certain payments. Class A shares may be purchased without an initial sales charge or contingent deferred sales charge (CDSC) by investors who reinvest within 90 days:

Dividend and capital gain distributions from any Franklin Templeton fund. The distributions generally must be reinvested in the same share class. Certain exceptions apply, however, to Class C shareholders who chose to reinvest their distributions in Class A shares of the Fund before November 17, 1997, and to Advisor Class or Class Z shareholders of a Franklin Templeton fund who may reinvest their distributions in the Fund's Class A shares.
Annuity payments received under either an annuity option or from death benefit proceeds, if the annuity contract offers as an investment option the Franklin Templeton Variable Insurance Products Trust. You should contact your tax advisor for information on any tax consequences that may apply.
Redemption proceeds from the sale of Class A shares of any of the Franklin Templeton Investment Funds if you are a qualified investor.

Governments, municipalities, and tax-exempt entities that meet the requirements for qualification under section 501 of the Internal Revenue Code when purchasing direct from the Fund. Please consult your legal and investment advisors to determine if an investment in the Fund is permissible and suitable for you.
Registered securities dealers and their affiliates, for their investment accounts only
Current employees of securities dealers and their affiliates and their family members, as allowed by the internal policies of their employer
Current and former officers, trustees, directors, full-time employees (and, in each case, their family members) of both Franklin Templeton Investments and Franklin Templeton funds, consistent with our then-current policies
Current partners of law firms that currently provide legal counsel to the funds, Franklin Resources, Inc. or its affiliates
Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisory agreements); and/or (2) as trustee of an inter vivos or testamentary trust
Certain unit investment trusts and their holders reinvesting distributions from the trusts
Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets
Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangement between the investor and a registered broker-dealer or investment adviser, trust company or bank (referred to as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or a broker-dealer through whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. No minimum initial investment.

Consistent with the provisions and limitations set forth in its Rule 12b-1 distribution plans, the Fund may reimburse Distributors for the cost of a portion of these marketing support payments.

Marketing support payments may be in addition to any servicing and other fees paid by Investor Services, as described further below and under “Shareholder servicing and transfer agent” above.

Marketing support payments made to organizations located outside the U.S., with respect to investments in the Fund by non-U.S. persons, may exceed the above-stated limitation.

You should ask your dealer for information about any payments it receives from Distributors and any services provided.

if you sell your Class B shares within this many years after buying them	this % is deducted from your proceeds as a CDSC
1 Year	4
2 Years	4
3 Years	3
4 Years	3
5 Years	2
6 Years	1
7 Years	0

CDSC waivers. The CDSC for any share class will be waived for:

Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets.
Account fees
Redemptions by the Fund when an account falls below the minimum required account size
Redemptions following the death of the shareholder or beneficial owner
Redemptions through a systematic withdrawal plan set up before February 1, 1995
Redemptions through a systematic withdrawal plan set up on or after February 1, 1995, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of your account's net asset value depending on the frequency of your plan

Certain shareholder servicing agents may be authorized to accept your transaction request.

The Underwriter

Distributors does not receive compensation from the Fund for acting as underwriter of the Fund's Advisor Class shares.

	Total Commissions Received ($)	Amount Retained by Distributors ($)	Amount Received in Connection with Redemptions and Repurchases ($)
2012
Alabama Fund	578,565	83,722	15,072
Florida Fund	895,294	136,735	11,604
Georgia Fund	948,611	126,597	11,618
Kentucky Fund	611,785	81,390	38
Louisiana Fund	1,282,598	172,260	17,871
Maryland Fund	724,169	105,806	18,312
Missouri Fund	3,716,969	504,496	24,176
North Carolina Fund	3,185,455	444,166	32,927
Virginia Fund	1,398,488	205,627	35,618
2011
Alabama Fund	589,871	85,544	14,958
Florida Fund	1,152,081	167,559	32,303
Georgia Fund	1,229,556	163,809	39,729
Kentucky Fund	655,603	93,250	0
Louisiana Fund	1,374,430	190,102	35,050
Maryland Fund	1,229,439	172,258	74,288
Missouri Fund	4,744,653	656,668	46,545
North Carolina Fund	3,704,263	517,415	70,366
Virginia Fund	2,142,876	312,010	71,579
2010
Alabama Fund	642,588	89,789	4,719
Florida Fund	1,131,635	166,094	44,671
Georgia Fund	1,286,502	183,253	72,414
Kentucky Fund	689,968	90,016	387
Louisiana Fund	1,420,904	197,639	18,297
Maryland Fund	1,472,822	221,906	30,488
Missouri Fund	3,941,171	536,634	20,802
North Carolina Fund	3,873,995	560,685	75,687
Virginia Fund	2,149,477	334,093	32,681

The Class A, B and C plans. The Fund may pay up to 0.10% per year of Class A's average daily net assets.

In implementing the Class A plan, the board has determined that the annual fees payable under the plan will be equal to the sum of: (i) the amount obtained by multiplying 0.10% by the average daily net assets represented by the Fund's Class A shares that were acquired by investors on or after May 1, 1994, the effective date of the plan (new assets), and (ii) the amount obtained by multiplying 0.05% by the average daily net assets represented by the Fund's Class A shares that were acquired before May 1, 1994 (old assets). These fees will be paid to the current securities dealer of record on the account. In addition, until such time as the maximum payment of 0.10% is reached on a yearly basis, up to an additional 0.02% will be paid to Distributors under the plan. When the Fund reaches $4 billion in assets, the amount to be paid to Distributors will be reduced from 0.02% to 0.01%. The payments made to Distributors will be used by Distributors to defray other marketing expenses that have been incurred in accordance with the plan, such as advertising.

The fee is a Class A expense. This means that all Class A shareholders, regardless of when they purchased their shares, will bear Rule 12b-1 expenses at the same rate. The initial rate will be at least 0.07% (0.05% plus 0.02%) of the average daily net assets of Class A and, as Class A shares are sold on or after May 1, 1994, will increase over time. Thus, as the proportion of Class A shares purchased on or after May 1, 1994, increases in relation to outstanding Class A shares, the expenses attributable to payments under the plan also will increase (but will not exceed 0.10% of average daily net assets). While this is the currently anticipated calculation for fees payable under the Class A plan, the plan permits the board to allow the Fund to pay a full 0.10% on all assets at any time. The approval of the board would be required to change the calculation of the payments to be made under the Class A plan.

Under the Class A plan, the amounts paid by the Fund pursuant to the plan for the fiscal year ended February 29, 2012, were:

	Alabama Fund ($)	Florida Fund ($)	Georgia Fund ($)	Kentucky Fund ($)	Louisiana Fund ($)
Advertising	15,281	99,239	12,492	3,431	9,872
Printing and mailing prospectuses other than to current shareholders	523	1,659	265	187	282
Payments to underwriters	2,059	8,699	3,045	717	2,749
Payments to broker-dealers	216,776	894,677	359,178	175,633	324,870
Other	—	—	—	—	—
Total	234,639	1,004,274	374,980	179,968	337,773

	Maryland Fund ($)	Missouri Fund ($)	North Carolina Fund ($)	Virginia Fund ($)
Advertising	23,845	32,183	32,683	29,705
Printing and mailing prospectuses other than to current shareholders	397	489	454	545
Payments to underwriters	2,246	6,506	5,703	5,178
Payments to broker-dealers	449,219	881,942	911,204	623,529
Other	—	—	—	—
Total	475,707	921,120	950,044	658,957

Under the Class B plan, the amounts paid by the Fund pursuant to the plan for the fiscal year ended February 29, 2012, were:

	Florida Fund ($)
Advertising	—
Printing and mailing prospectuses other than to current shareholders	—
Payments to underwriters	—
Payments to broker-dealers	11,949
Other	39,337
Total	51,286

Under the Class C plan, the amounts paid by the Fund pursuant to the plan for the fiscal year ended February 29, 2012 were:

	Alabama Fund ($)	Florida Fund ($)	Georgia Fund ($)	Louisiana Fund ($)
Advertising	7,472	19,700	18,523	8,554
Printing and mailing prospectuses other than to current shareholders	208	320	362	272
Payments to underwriters	1,248	2,274	4,272	2,527
Payments to broker-dealers	312,058	696,512	698,018	424,329
Other	—	—	—	—
Total	320,986	718,806	721,175	435,682

	Maryland Fund ($)	Missouri Fund ($)	North Carolina Fund ($)	Virginia Fund ($)
Advertising	27,009	23,204	48,277	22,657
Printing and mailing prospectuses other than to current shareholders	500	296	559	356
Payments to underwriters	4,379	5,701	8,921	4,626
Payments to broker-dealers	902,827	902,872	1,538,490	800,566
Other	—	—	—	—
Total	934,715	932,073	1,596,247	828,205

Each plan has been approved according to the provisions of Rule 12b-1. The terms and provisions of each plan also are consistent with Rule 12b-1.

Performance

The following SEC formula is used to calculate these figures:

where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period

The following SEC formula is used to calculate these figures:

where:

P = a hypothetical initial payment of $1,000

T = average annual total return (after taxes on distributions)

n = number of years

ATV_D = ending value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period, after taxes on fund distributions but not after taxes on redemption

The following SEC formula is used to calculate these figures:

where:

P = a hypothetical initial payment of $1,000

T = average annual total return (after taxes on distributions and redemptions)

n = number of years

ATV_DR = ending value of a hypothetical $1,000 payment made at the beginning of each period at the end of each period, after taxes on fund distributions and redemption

The following SEC formula is used to calculate these figures:

where:

a = dividends and interest earned during the period

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of shares outstanding during the period that were entitled to receive dividends

d = the maximum offering price per share on the last day of the period

Miscellaneous Information

Description of Ratings

Municipal Bond Ratings

Moody's

INVESTMENT GRADE

Aaa: Issues or issuers rated Aaa demonstrate the strongest creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Aa: Issues or issuers rated Aa demonstrate very strong creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

A: Issues or issuers rated A present above-average creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Baa: Issues or issuers rated Baa represent average creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

BELOW INVESTMENT GRADE

Ba: Issues or issuers rated Ba demonstrate below-average creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

B: Issues or issuers rated B demonstrate weak creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Caa: Issues or issuers rated Caa demonstrate very weak creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

Ca: Issues or issuers rated Ca demonstrate extremely weak creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

C: Issues or issuers demonstrate the weakest creditworthiness relative to other U.S. municipal or tax-exempt issues or issuers.

S&P^®

INVESTMENT GRADE

AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated AA differs from AAA issues only in a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

BELOW INVESTMENT GRADE

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

Municipal Note Ratings

Moody's

INVESTMENT GRADE

MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not so large as in the preceding group.

MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well established.

BELOW INVESTMENT GRADE

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

S&P^®

New municipal note issues due in three years or less, will usually be assigned the ratings below. Notes maturing beyond three years will most likely receive a bond rating of the type recited above.

SP-2: Issues carrying this designation have a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the terms of the notes.

SP-3: Issues carrying this designation have a speculative capacity to pay principal and interest.

Short-Term Debt Ratings

Moody's

P-1 (Prime-1): Issuers (or supporting institutions) so rated have a superior ability to repay short-term debt obligations.

P-2 (Prime-2): Issuers (or supporting institutions) so rated have a strong ability to repay short-term debt obligations.

P-3 (Prime-3): Issuers (or supporting institutions) so rated have an acceptable ability to repay short-term debt obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

S&P^®

State Tax Treatment

Alabama Under Section 40-18-14(3)f of the Alabama Code, interest on obligations of the state of Alabama and any of its counties, municipalities or other political subdivisions is exempt from personal income tax. Section 40-18-14(3)d provides similar tax-exempt treatment for interest on exempt obligations of the U.S. government or its possessions. In addition, the position of the Alabama Department of Revenue, as reflected in the instructions to Form 40, Alabama Individual Income Tax Return, is that dividends derived from interest on United States obligations and/or Alabama municipal obligations that are received from a regulated investment company, such as the Alabama Fund, are exempt from the Alabama individual income tax. Tax-exempt treatment generally is not available for distributions attributable to income earned on indirect U.S. government obligations or obligations of other states and their political subdivisions. To the extent such investments are made by the Fund, distributions from those investments generally will be taxable. Any distributions of capital gains earned by the Fund are included in an individual shareholder's Alabama taxable income.

Georgia Under Section 48-7-27(b)(1)(A) of the Georgia Code, interest on obligations of the state of Georgia and its political subdivisions, which is excluded from federal adjusted gross income, is exempt from the state's individual income tax. Likewise, under Section 48-7-27(b)(2) interest on exempt obligations of the U.S. government, its territories and possessions (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands), or of any authority, commission, or instrumentality of the U.S. government also is exempt from the state's individual income tax. According to the instructions to Georgia's personal income tax return, distributions from a regulated investment company (such as the Georgia Fund) attributable to interest on obligations of the state of Georgia and its political subdivisions and, apparently, to interest on obligations of the U.S. government, its territories and possessions, will be excluded from the Georgia individual income tax. Tax-exempt treatment generally is not available for distributions attributable to income earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or for obligations of other states and their political subdivisions. To the extent such investments are made by the Fund, such as for temporary or defensive purposes, such distributions generally will be taxable. Any distributions of capital gains earned by the Fund are included in an individual shareholder's Georgia taxable income.

Kentucky Pursuant to Kentucky Revised Statute 141.010(10)(a), income that is exempt from state taxation under the Kentucky Constitution and the Constitution and statutory laws of the United States and Kentucky is excluded from the Kentucky individual income tax base. This should include interest earned on obligations issued by the Commonwealth of Kentucky or its political subdivisions (“Kentucky Obligations”) and direct obligations of the U.S. government, its agencies and instrumentalities, or its territories (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands). Pursuant to Kentucky Revenue Cabinet Tax Policy No. 42P161 (as revised December 1, 1990), income distributed to resident shareholders of a regulated investment company (such as the Kentucky Fund) retains the same character in the hands of the shareholder as it had in the hands of the regulated investment company. Therefore, dividends from such regulated investment companies, such as the Kentucky Fund, which are derived from Kentucky Obligations or direct obligations of the U.S. government, its agencies and instrumentalities, or its territories (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands), will be exempt from the Kentucky individual income tax. Tax-exempt treatment generally is not available for distributions attributable to income earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or for obligations of other states and their political subdivisions. To the extent such investments are made by the Fund, such as for temporary or defensive purposes, such distributions generally will be taxable. Any distributions of net short-term and net long-term capital gains earned by the Kentucky Fund are generally includable in an individual shareholder's Kentucky net income.

Louisiana Under Section 47:293(9)(b) of Louisiana's individual income tax law, interest earned on exempt obligations of the state of Louisiana or its political subdivisions, is exempt from the Louisiana individual income tax. The instructions to the Louisiana individual income tax return (Form IT-540) and Section 47:293(9)(a)(iii) of the Louisiana individual income tax law provide that interest from U.S. government obligations is also exempt. Distributions from a regulated investment company, such as the Louisiana Fund, will also be exempt from the Louisiana individual income tax to the extent that they are derived from interest earned on such exempt obligations. Tax-exempt treatment generally is not available for distributions attributable to income earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or for obligations of other states and their political subdivisions. To the extent such investments are made by the Fund, such as for temporary or defensive purposes, such distributions generally will be taxable. Any distributions of net short-term and net long-term capital gains earned by the Fund are included in an individual shareholder's Louisiana taxable income.

Maryland Under Section 10-204(b) of the Maryland Code Ann. – Tax Gen. (“Maryland Tax Code”) interest on obligations of the state of Maryland and its political subdivisions is excluded from the Maryland personal income tax. Maryland Administrative Release No. 5 clarifies that this exemption applies to distributions from a regulated investment company, such as the Maryland Fund. In addition, under Section 10-207(c) of the Maryland Tax Code, interest attributable to direct obligations of the U.S. government and any authority, commission, instrumentality, possession or territory of the U.S. (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands) also is exempt from Maryland's personal income tax. Under Section 10-207(c-1), this exemption is extended to distributions from a regulated investment company, such as the Maryland Fund. Tax-exempt treatment generally is not available for distributions attributable to income earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or on obligations of other states and their political subdivisions. To the extent such investments are made by the Fund, such as for temporary or defensive purposes, such distributions generally will be taxable.

Under Section 10-207(i) of the Maryland Tax Code, profit realized from the sale or exchange of bonds issued by the state of Maryland or a political subdivision thereof is excluded from the Maryland personal income tax. Maryland Administrative Release No. 5 clarifies that this exemption applies to distributions from a regulated investment company, such as the Maryland Fund. Distributions of capital gains attributable to non-Maryland obligations and gains from the sale of shares of the Maryland Fund are included in an individual shareholder's Maryland adjusted gross income.

Missouri Under Section 143.121 of the Revised Statutes of Missouri, interest attributable to obligations of the state of Missouri and its political subdivisions or authorities (“Missouri Obligations”) are exempt from Missouri personal income tax. In addition, interest attributable to direct obligations of the U.S. government, its authorities, commissions, instrumentalities, possessions or territories (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands), are exempt from the Missouri personal income tax. Pursuant to the Missouri income tax regulations (Title 12, Section 10-2.155), a regulated investment company such as the Missouri Fund may pass the tax-exempt character of interest from Missouri Obligations and direct obligations of the U.S. government, its authorities, commissions, instrumentalities, possessions or territories (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands) through to its shareholders (a copy of the year end statement received from the regulated investment company identifying all United States Obligations by issuer or a summary document indicating the percentage of dividends attributable to interest on United States Obligations must be attached to the Missouri income tax return when filed). Distributions attributable to income earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or from obligations of other states and their political subdivisions is not exempt from taxation. To the extent such investments are made by the Fund, such as for temporary or defensive purposes, such distributions generally will be taxable. Any distributions of net short-term and net long-term capital gains earned by the Fund are included in an individual shareholder's Missouri taxable income.

North Carolina Section 105-134.6(b)(1) of the North Carolina General Statutes provides that interest on obligations of the state of North Carolina or its political subdivisions (“North Carolina Obligations”) and direct obligations of the United States or its possessions, (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands) are exempt from the North Carolina individual income tax. Pursuant to N.C. Admin Code Section 6B.4102 and North Carolina Department of Revenue Individual Income Tax Technical Bulletin No. X, dated December 30, 2009, distributions received from a regulated investment company, such as the North Carolina Fund, that are attributable to interest on North Carolina Obligations, direct obligations of the United States and qualifying obligations of certain U.S. possessions, are exempt from the North Carolina individual income tax. Tax-exempt treatment generally is not available for distributions attributable to income earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or for obligations of other states and their political subdivisions. To the extent such investments are made by the Fund, such as for temporary or defensive purposes, such distributions generally will be taxable.

Any distributions of capital gains earned by the Fund are included in an individual shareholder's North Carolina taxable income (except that distributions of capital gains from the sale of certain North Carolina obligations issued before July 1, 1995 may be exempt from taxation for the Fund's individual shareholders).

Virginia Sections 58.1-322 of the Code of Virginia provides that interest and gains on obligations of the state of Virginia, its political subdivisions, and instrumentalities (“Virginia Obligations”) and income and gains derived from direct obligations of the U.S. government or its authorities, commission, instrumentalities or territories (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands) is exempt from state income tax. Under Title 23, Virginia Administrative Code 10-110-141 and 10-110-142 , distributions from a regulated investment company, such as the Virginia Fund, also will be exempt from state income tax to the extent attributable to interest received by the Virginia Fund from Virginia Obligations or from direct obligations of the U.S. government or its authorities, commission, instrumentalities or territories (including qualifying obligations of Puerto Rico, Guam and the Virgin Islands). Tax-exempt treatment generally is not available for distributions attributable to income earned on indirect U.S. government obligations (Ginnie Maes, Fannie Maes, etc.) or from obligations of other states and their political subdivisions. To the extent such investments are made by the Fund, such as for temporary or defensive purposes, such distributions generally will be taxable.

Franklin
Tax-Free Trust

P.O. Box 997151, Sacramento, CA 95899-7151
(800) DIAL BEN^®/342-5236

	Class
	A	B	C	Advisor
Franklin Arizona Tax-Free Income Fund	FTAZX	FBAZX	FAZIX	FAZZX
Franklin Colorado Tax-Free Income Fund	FRCOX	—	FCOIX	FCOZX
Franklin Connecticut Tax-Free Income Fund	FXCTX	—	FCTIX	FCNZX
Franklin Michigan Tax-Free Income Fund	FTTMX	FBMIX	FRMTX	FMTFX
Franklin Minnesota Tax-Free Income Fund	FMINX	—	FMNIX	FMNZX
Franklin Ohio Tax-Free Income Fund	FTOIX	FBOIX	FOITX	FROZX
Franklin Oregon Tax-Free Income Fund	FRORX	—	FORIX	FOFZX
Franklin Pennsylvania Tax-Free Income Fund	FRPAX	FBPTX	FRPTX	FPFZX

STATEMENT OF ADDITIONAL INFORMATION

July 1, 2012

For a free copy of the current prospectus or annual report, contact your investment representative or call (800) DIAL BEN/342-5236.

are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government;
are not deposits or obligations of, or guaranteed or endorsed by, any bank; and
are subject to investment risks, including the possible loss of principal.

TF3 SAI 07/12

Goals, Strategies and Risks

The following information provided with respect to the Fund is in addition to that included in the Fund’s prospectus.

Fundamental Investment Policies

Under normal market conditions, the Fund invests at least 80% of its assets in securities whose interest is free from federal income taxes, including the federal alternative minimum tax. The Fund applies this test to its net assets, except for the Michigan Fund, Minnesota Fund, and Ohio Fund, each of which applies this test to its total assets. In addition, under normal market conditions, each Fund invests at least 80% of its total assets in securities that pay interest free from the personal income taxes, if any, of that Fund's state.

The Fund may not:

2. Act as an underwriter, except to the extent the Fund may be deemed to be an underwriter when disposing of securities it owns or when selling its own shares.

6. Issue senior securities, except to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC.

Non-Fundamental Investment Policies

Additional Strategies

The Fund may invest up to 15% of its assets in illiquid securities.

The Fund may invest in insured municipal securities. Because of its historical investment policy of investing in insured municipal securities, each of the Michigan, Minnesota and Ohio Fund's portfolio may consist to a large extent of insured municipal securities.

Glossary of Investments, Techniques, Strategies and Their Risks

"small portion"	less than 10%
"portion"	10% to 25%
"significant"	25% to 50%
"substantial"	50% to 66%
"primary"	66% to 80%
"predominant"	80% or more